S-1

As filed with the Securities and Exchange Commission on June 5, 2008

Registration No. 333-      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NextG Networks, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	4812	94-3395070
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2216 O’Toole Avenue

San Jose, CA 95131

(408) 954-1580

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Hab Siam, Esq.

General Counsel

NextG Networks, Inc.

2216 O’Toole Avenue

San Jose, CA 95131

(408) 954-1580

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Herbert P. Fockler, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300 John B. Georges, Ph.D.
Chief Executive Officer
NextG Networks, Inc.
2216 O’Toole Ave.
San Jose, CA 95131
(408) 954-1580 Avinash V. Ganatra, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019-6092
(212) 259-8000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

CALCULATION OF REGISTRATION FEE

	Proposed Maximum		Amount of
Title of Each Class of	Aggregate		Registration
Securities to be Registered	Offering Price(1)(2)		Fee
Common Stock $0.001 par value per share	$	150,000,000	$	5,895

(1)	Includes offering price of shares issuable upon exercise of the underwriters’ over-allotment option.
(2)	Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) of the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act Section of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we and the selling stockholders are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated June 5, 2008

PROSPECTUS

          Shares

Common Stock

This is NextG Networks, Inc.’s initial public offering. We are offering          shares of our common stock, and the selling stockholders are offering          shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholders.

We expect the initial public offering price to be between $      and $     per share of common stock. Currently, no public market exists for our shares. We have applied to have our common stock listed on the Nasdaq Global Market under the symbol “NXTG.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 7 of this prospectus.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to selling stockholders	$	$

The underwriters may also purchase up to an additional           shares of our common stock at the public offering price, less underwriting discounts and commissions, within 30 days after this prospectus date to cover overallotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any contrary representation is a criminal offense.

The underwriters expect to deliver the shares to investors on or about          , 2008.

Merrill Lynch & Co. Lehman Brothers

RBC Capital Markets UBS Investment Bank

The date of this prospectus is          , 2008.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		7
Special Note Regarding Forward-Looking Statements		24
Use of Proceeds		25
Dividend Policy		25
Capitalization		26
Dilution		28
Selected Condensed Consolidated Financial Data		30
Management’s Discussion and Analysis of Financial Condition and Operating Results		32
Business		48
Management		56
Certain Relationships and Related Transactions		72
Principal and Selling Stockholders		73
Capital Stock		75
Shares Eligible for Future Sale		79
Material United States Tax Considerations for Non-U.S. Holders		81
Underwriting		85
Selling Restrictions		89
Legal Matters		93
Experts		93
Where You Can Find Additional Information		93
Index to Consolidated Financial Statements		F-1
EXHIBIT 4.2
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.6
EXHIBIT 10.7
EXHIBIT 10.8
EXHIBIT 10.9
EXHIBIT 10.10
EXHIBIT 10.11
EXHIBIT 10.12
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 99.1
EXHIBIT 99.2

You should rely only on the information contained in this prospectus, any free writing prospectus prepared by or on behalf of us, or any other information to which we have referred you. We and the selling stockholders have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the selling stockholders are not, and the underwriters are not, making an offer to sell or soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date specified on the front cover of this prospectus. Our business, financial condition, operating results, and prospects may have changed since that date.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. You should read this summary together with the more detailed information, including our financial statements and the related notes, elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in “Risk Factors.” Unless otherwise indicated, the terms “NextG,” the “Company,” “we,” “us,” and “our” refer to NextG Networks, Inc. and its subsidiaries.

Our Company

We are a leading provider of innovative wireless infrastructure solutions that enhance network coverage, capacity, and performance for wireless carriers in the United States. We provide these wireless solutions by designing, permitting, building, operating, and managing distributed antenna systems, or DAS systems. We deploy our DAS systems by attaching discrete radio-frequency equipment to existing public-right-of-way infrastructure, such as utility poles and street lights. We use the term DAS site to refer to each particular right-of-way location to which we attach the radio-frequency equipment. We connect our DAS sites to a wireless carrier’s network using our high-capacity fiber-optic cables. We have legally-enforceable rights under the Telecommunications Act of 1996 to attach fiber and equipment to our DAS sites on fair, reasonable, and non-discriminatory terms in 31 states. We effectively deploy our DAS systems in areas where zoning restrictions, space constraints, local community resistance, or topographic barriers might otherwise delay, restrict, or prevent building or expanding traditional wireless sites, such as towers and rooftop sites. In these areas, we can precisely, quickly, and uniformly deploy our DAS sites to improve network coverage, capacity, and performance for our wireless carrier customers, and thereby provide a more compelling solution than traditional wireless sites.

We generate revenue through our long-term customer contracts, typically with 10-year to 15-year terms, with wireless carriers, including AT&T Mobility, Cricket/Leap Wireless, MetroPCS Wireless, Sprint-Nextel and Verizon Wireless. Under these contracts, we receive initial payments and, for each operational DAS site, monthly payments over the entire contract term. We use the initial payments to partially pay for our DAS-system deployments. With monthly payments and long-term customer contracts, our business has been characterized by predictable revenue and operating cash flows. In 2007, we generated total revenue of $14.2 million, representing an increase of 113% from our 2006 total revenue of $6.7 million. During 2007, our operational DAS sites increased from 554 to 1,263, while our under-construction DAS sites increased from 419 to 2,771. As of March 31, 2008, we had a total of 1,340 operational DAS sites, along with 3,022 under-construction DAS sites. As of March 31, 2008, our revenue backlog, which we define as unrecognized revenue that we expect to recognize over the remaining term of our customer contracts, was approximately $645 million. Although we believe that our revenue backlog may provide an indication of the revenue that may be recognized over future periods, we cannot assure you that all of such amount will actually be recognized or as to the actual periods over which we will recognize such revenue.

Industry Overview and Trends

Over the past several years, both wireless subscribers and wireless capacity demand have grown substantially in the United States. According to the CTIA — The Wireless Association, a non-profit membership organization of wireless industry companies, the 109.5 million total U.S. wireless subscribers in December 2000 grew to 255.4 million by December 2007, which represents an approximately 13% compound annual growth rate. During that same time period, bandwidth demand, as measured by voice-minutes-of-use or MOUs, increased from 533.8 billion MOUs to 2.1 trillion MOUs, which represents an approximately 22% compound annual growth rate. Similarly, annualized wireless data revenues increased from approximately $211 million in 2000 to approximately $23 billion in 2007, which represents a more than 95% compound annual growth rate. Historically, traditional wireless sites, primarily wireless tower sites, have provided the coverage and capacity infrastructure to support this substantial wireless demand growth. For example, from 2000 to 2007, the total number of traditional U.S. wireless sites increased by an approximately 11% compounded annual growth rate — from 104,288 to 213,299 traditional wireless sites.

1

We expect demand for wireless services and capacity to continue to grow. In its March 2008 report, International Data Corporation, or IDC, an independent market research firm, predicts that total U.S. wireless subscribers will grow from 256 million in 2007 to 320.2 million by 2012, representing a 4.6% compound annual growth rate. IDC also forecasts that total U.S. wireless service revenue will grow from $152 billion in 2007 to $185 billion in 2012, representing a 4.0% compound annual growth rate. IDC expects that increased individual wireless subscriber usage, along with aggregate increases in wireless subscriber numbers, will drive this growth. IDC also predicts that, by 2012, wireless data revenues will grow to nearly $50 billion, representing about 15% compound annual growth rate, due to increasing demand for wireless messaging, data, music, and video applications, which will be partly facilitated by new 3G and 4G network deployments by wireless carriers.

We expect that wireless carriers will be required to satisfy these demand increases by building substantial numbers of new wireless sites. In addition, wireless carriers invested $33 billion in the recently concluded wireless spectrum Auction 66 and Auction 73 conducted by the Federal Communications Commission, or FCC. The FCC requires the auction winners to commit to a wireless deployment schedule, which we expect will require new wireless network infrastructure capability and capacity. We intend to actively pursue these opportunities for our DAS systems.

Competitive Strengths and Benefits of Our DAS Systems

Since our inception seven years ago, we have focused entirely on developing and refining complex DAS-site design, implementation, and operation techniques. We believe that we have the most industry experience in DAS systems. Our expertise in deploying our DAS systems offers meaningful benefits and advantages to wireless carriers who want to deploy new networks or to improve existing network coverage, capacity, and performance. Our DAS systems provide our customers with the following benefits:

Coverage in Areas that Cannot Be Accessed through Traditional Wireless Sites.  Many of the most desirable traditional wireless sites are fully occupied by existing wireless carrier tenants. In addition, many areas that are affected by poor wireless coverage, capacity, or performance are difficult or impossible to access by traditional wireless sites due to zoning restrictions for, the space required for, or the high cost associated with constructing wireless towers and rooftop sites in these areas. The widespread availability of utility poles and street lights and our ability to obtain public rights-of-way access allow our DAS sites to overcome the zoning, cost and scarce-availability issues usually associated with building traditional tower and rooftop sites.

Faster Time-To-Market.  We can accelerate our customers’ network deployment times relative to traditional wireless sites due to: (1) our operating subsidiaries’ legally-enforceable rights as competitive local-exchange carriers under the Telecommunications Act, which allows us to access public-rights-of-way infrastructure without the time constraints and complexity of satisfying challenging zoning requirements; (2) our hundreds of existing contractual agreements with various municipalities and utilities for access to public rights-of-way; and (3) our existing installed base of high-capacity fiber-optic cable in multiple metropolitan areas, including nine of the top ten metropolitan statistical areas in the United States. In areas where we have a pre-existing installed DAS system, we can deploy additional DAS systems and add additional carriers even more quickly and efficiently.

Increased Spectrum Efficiency.  Wireless carriers serve their customers using a fixed allocation of spectrum licensed from the FCC and by re-using that spectrum in multiple geographic areas. Wireless carriers that are spectrum-constrained, particularly in densely-populated metropolitan areas, traditionally have dealt with this limitation by increasing the number of wireless sites in a given geographic area, and by decreasing the height of those wireless sites to reduce interference among the sites. This approach substantially increases their overall cost and deployment time. Our DAS systems can provide a more effective alternative to traditional wireless sites due to the height and density of public rights-of-way infrastructure, which allows wireless carriers to more efficiently utilize their spectrum assets.

2

Uniform and Precise Coverage.  We design and deploy DAS systems that use the widespread availability of utility poles and street lights to uniformly cover an entire area with no coverage gaps. This provides our wireless carrier customers uniform network coverage, capacity, and performance that is not always possible using traditional wireless sites, such as towers and rooftops. In addition, wireless carriers can deploy a DAS system to precisely target an area within the carrier’s network that is currently experiencing coverage gaps or is subject to capacity constraints. High demand for wireless services often occurs in geographic areas that have buildings, terrain, and other physical obstructions which can significantly degrade or restrict coverage provided by traditional wireless sites. Our DAS systems can be deployed precisely where they are needed to work around these topographic barriers.

Our Strategy

We intend to maximize sustainable long-term growth in stockholder value by pursuing the following strategies:

•      aggressively pursue additional sales opportunities with our existing customers, and seek new customers by actively marketing our DAS solutions to other wireless carriers and other telecom and media companies;

•      leverage our existing DAS infrastructure, including our large base of installed fiber capacity, to add additional carriers to our existing DAS systems; and

•      expand our geographic presence by establishing public rights-of-way access with additional municipalities, utility companies, and others, to gain a first-mover advantage in new areas.

Risks Affecting Us

Our business is subject to numerous risks that could prevent us from successfully implementing our business strategy. These risks and other risks are discussed further in the section entitled “Risk Factors,” and include the following:

•      We have a history of significant losses, and we expect continuing significant losses for the foreseeable future.

•      Our current business and future prospects are difficult to evaluate because our market is new, uncertain, and evolving, and our business model and sales strategy are unproven. As a result, we might not be able to accurately predict the growth rate and size of our market or operate successfully.

•      We might not be able to successfully attract new customers for our DAS systems.

•      For most of our revenue, we depend on a small number of customers. The loss of, consolidation between, net-sharing among, or financial instability within any of our customers might materially affect our business, operating results, and financial condition.

•      We face intense competition from other currently-existing technologies, as well as from emerging technologies. If we are unable to develop or license competitive technologies, then we might not be able to achieve sufficient market penetration, revenue growth, or profitability.

Company Information

We were incorporated in Delaware in April 2001. Our principal executive offices are located at 2216 O’Toole Avenue, San Jose, California 95131, and our telephone number at this location is (408) 954-1580. Our web site address is www.nextgnetworks.net. The information on our web site is not part of this prospectus.

NextG and NextG Networks are our unregistered trademarks or registered trademarks in the United States and other countries. This prospectus also includes other unregistered and registered trademarks that are owned by us and by other persons.

3

The Offering

Issuer	NextG Networks, Inc.
Common stock offered by us	shares
Common stock offered by the selling stockholders	shares
Common stock to be outstanding after this offering	shares
Use of proceeds	We estimate that we will receive approximately $      million in net proceeds, assuming an initial public offering price of $      per share, which is the mid-point of the price range listed on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and our estimated offering expenses. We intend to use the net proceeds we receive for building and deploying our DAS systems, for working capital needs, and for other general corporate purposes. We will not receive any of the proceeds from the selling stockholders’ sale of shares of our common stock. See “Use of Proceeds.”
Over-allotment option	We and the selling stockholders have granted the underwriters a 30-day option to purchase up to           shares of common stock from us at the public offering price, less underwriting discounts and commissions, to cover any over-allotments.
Dividend policy	We do not anticipate paying cash dividends. See “Dividend Policy.”
Risk factors	See “Risk Factors” beginning on page 7 and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding whether to invest in shares of our common stock.
Proposed Nasdaq Global Market symbol	“NXTG”

The number of our shares of common stock outstanding after this offering is based on 25,966,295 shares outstanding at March 31, 2008, and excludes:

•      3,220,924 shares of common stock issuable upon exercise of options outstanding as of March 31, 2008 at a weighted average exercise price of $1.11 per share;

•      707,500 shares of common stock issuable upon exercise of options granted after March 31, 2008 at a weighted average exercise price of $5.45 per share;

•      331,474 shares of common stock issuable upon exercise of warrants outstanding at March 31, 2008 at a weighted average exercise price of $9.62 per share; and

•                shares of common stock reserved for future issuance under our 2008 Equity Incentive Plan.

Unless otherwise indicated, all information in this prospectus assumes that:

•      all outstanding shares of preferred stock automatically convert into 17,731,074 shares of common stock upon this offering’s completion;

•      all outstanding preferred stock warrants convert into common stock warrants upon this offering’s completion;

•      we file an amended and restated certificate of incorporation immediately after this offering’s completion; and

•      the underwriters do not exercise the over-allotment option to purchase           additional shares of common stock in this offering.

4

Summary Consolidated Financial Data

The following summary consolidated financial data for the years ended December 31, 2005, 2006, and 2007 are derived from our audited consolidated financial statements that are included elsewhere in this prospectus. The summary unaudited consolidated financial data as of and for the three months ended March 31, 2007 and 2008 are derived from our unaudited consolidated financial statements for such dates and periods that are included elsewhere in this prospectus. The unaudited consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements and include, in our management’s opinion, all adjustments, consisting only of normal and recurring adjustments, necessary to present fairly the financial information contained in those statements. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods.

The balance sheet data are a summary of our consolidated balance sheet as of March 31, 2008 on: (1) an actual basis; (2) a pro-forma basis assuming that all outstanding shares of preferred stock automatically convert into 17,731,074 shares of common stock upon this offering’s completion; and (3) a pro-forma, as-adjusted basis giving effect to our sale of           shares of common stock in this offering at an assumed initial public offering price of $      per share, which is the mid-point of the price range listed on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

You should read these summary consolidated financial data together with “Capitalization,” “Selected Condensed Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Operating Results,” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

	Year Ended December 31,									Three Months Ended March 31,
	2005			2006			2007			2007			2008
	(in thousands, except per share data)
										(unaudited)
Consolidated Statement of Operations Data:
Revenue	$	4,609		$	6,693		$	14,224		$	2,975		$	4,465
Cost of operations		210			2,164			3,487			643			852
Depreciation and amortization of network assets		2,123			2,681			7,553			1,614			2,244
Sales and marketing expense		3,048			3,209			3,332			858			852
Research and development expense		650			900			506			133			125
General and administrative expense		4,285			4,763			4,995			1,073			1,148
Depreciation of property and equipment		231			298			426			73			140
Operating loss		(5,938	)		(7,322	)		(6,075	)		(1,419	)		(896	)
Interest income and other, net		705			922			994			190			333
Interest expense		(36	)		(4	)		(196	)		(111	)		(105	)
Net loss	$	(5,269	)	$	(6,404	)	$	(5,277	)	$	(1,340	)	$	(668	)
Net loss per share available to common stockholders — basic and diluted	$	(0.72	)	$	(0.87	)	$	(0.66	)	$	(0.17	)	$	(0.08	)
Weighted average common shares outstanding		7,276			7,339			7,959			7,672			8,208
Pro-forma basic and diluted net loss per share							$	(0.23	)				$	(0.03	)
Weighted average common shares used to compute pro-forma basic and diluted net loss per share(1)								22,728						25,792

footnotes on following page

5

(1) The pro-forma weighted average common shares outstanding reflects the conversion of our preferred stock (using the if-converted method) into common stock as though the conversion had occurred on the original dates of issuance.

	As of March 31, 2008
				Pro-Forma,
	Actual		Pro-Forma	As-Adjusted
	(in thousands)
	(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	38,871
Total assets		229,323
Long-term debt		—
Preferred stock		75,409
Total stockholders’ equity		45,101

Each $1.00 increase or decrease in the assumed initial public offering price of $      per share would increase or decrease, as applicable, our cash and cash equivalents, working capital, total assets and total stockholders’ equity (deficit) by approximately $      million, assuming the aggregate number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions payable by us.

6

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below before making an investment decision. Our business, prospects, financial condition, and operating results could be materially and adversely affected by any of these risks, as well as other risks not currently known to us or that we currently deem immaterial. Our common stock’s trading price could decline due to any one or more of these risks, and you might lose all or part of your investment. In assessing the risks described below and before deciding to buy any shares of our common stock, you should also refer to the other information contained in this prospectus, including our consolidated financial statements and the related notes.

Risks Related to Our Business

We have a history of significant losses, and we expect continuing significant losses for the foreseeable future.

Since our inception, we have never been profitable. We incurred net losses of approximately $5.3 million, $6.4 million, and $5.3 million in 2005, 2006, and 2007, respectively, and $0.7 million in the three months ended March 31, 2008. As of March 31, 2008, our accumulated deficit was approximately $26.8 million. Because we are at a relatively early development stage, we cannot anticipate with certainty what our earnings, if any, will be in any future period. We expect to continue to incur significant net losses as we develop and deploy our DAS systems in new and existing markets, expand our services, and pursue our business strategy. These losses have adversely affected, and will continue to adversely affect, our cash, working capital, and stockholders’ equity. Our ability to become profitable is based on a number of factors, many of which are out of our control, including the development of the DAS-system market and the wireless communication services market generally, along with the demand for our DAS systems, in particular.

We continue to incur significant operating expenses, which were approximately $14.0 million and $20.3 million in 2006 and 2007, respectively. As we continue trying to grow our business, we expect to continue incurring considerable regulatory, design, construction, monitoring, maintenance, repair, sales, marketing, research, development, administrative, and other expenses. If we cannot grow our revenue to cover our significant and increasing expenditures, then our operating results will be adversely affected. Consequently, we might not become profitable for a long time, if ever.

We have a short operating history, so actual and potential investors have only a limited basis for evaluating our business and operating results, and our financial results from period to period might not be comparable. At best, we have only limited insight into trends that might emerge and that might also adversely affect our business and operating results. If we cannot become and stay profitable, then our share price could be adversely affected.

Our current business and future prospects are difficult to evaluate because our market is new, uncertain, and evolving, and our business model and sales strategy are unproven. As a result, we might not be able to accurately predict the growth rate and size of our market or operate successfully.

We have an unproven business model, and we operate in a new, uncertain, and rapidly evolving DAS market within the wireless communications industry. As a result, we have great difficulty predicting this market’s future growth rate and size. This reduces our ability to accurately evaluate our future prospects and to forecast quarterly or annual performance. We expect that our visibility into future sales of our DAS systems will remain limited for the foreseeable future.

Our business model makes the following key assumptions, which might turn out to be incorrect:

•      DAS-system demand will continue to grow;

•      traditional wireless solution implementation will continue to be challenging for reasons that include zoning issues, space limitations, topography barriers, capacity and coverage constraints, and local community resistance;

7

•      effective competing technologies will not emerge;

•      our operating subsidiaries will retain their current regulatory status; and

•      our ability to effectively access public-rights-of-way will continue.

If one or more of the foregoing assumptions turns out to be incorrect, then our business might be significantly harmed. In any such case, our operating results and financial condition might fall substantially short of what we might anticipate or what our stockholders might anticipate.

We might not be able to successfully attract new customers for our DAS systems.

To grow our business, we must add customers to our existing and future DAS systems. Our ability to attract new customers will largely depend on successful sales and marketing efforts. Our sales and marketing strategy is still evolving, and we cannot guarantee that we will successfully develop or implement such a strategy. If demand for our DAS systems does not develop at or above its current rate, or we are unable to add new customers, then our operating results, financial condition, business, and prospects might be harmed.

For most of our revenue, we depend on a small number of customers. The loss of, consolidation between, net-sharing among, or financial instability within any of our customers might materially affect our business, operating results, and financial condition.

Most of our revenue has always come from a small number of customers, and we expect that our revenue will continue to come from a small number of customers. For example, in 2007 and also in the three months ended March 31, 2008, Sprint-Nextel, Cricket/Leap Wireless, and MetroPCS Wireless together accounted for approximately 90% of our total revenue. For 2006 and 2005, Sprint-Nextel accounted for 87% and 92%, respectively, of our total revenue. Since our inception, sales to our five largest customers accounted for nearly 100% of our total revenue each year. We expect that a limited number of large customers will continue to comprise a very large percentage of our revenue each quarter and each year.

We could lose one or more customers because of business disputes with our customers, consolidation between our customers, net-sharing arrangements between our customers, or financial instability affecting our customers. In addition, some of our customers have decided or might decide to build their own DAS systems without our assistance. If we lose one or more of our key customers, then we cannot ensure that we will successfully establish relationships with new customers. Also, we cannot ensure that our existing customers will continue to use our services for additional projects. If we lose any significant customer or if our existing customers do not use our services for additional projects, then our prospects, financial condition, and operating results could be adversely affected.

If any of our large customers cannot or will not perform under their applicable contractual obligations to us, then our revenue, operating results, and financial condition could be adversely affected. In the ordinary course of our business, we also sometimes have disputes with our customers, which generally involve disputed contractual interpretation. Although historically we have resolved any such disputes without creating a material adverse effect on our company or our customer relationships, future customer disputes could lead one or more customers to try terminating or materially modifying our customer contracts, or to refuse signing any new contracts with us, any of which could materially and adversely affect our business, operating results, and financial condition. If we are forced to resolve any of our customer disputes through litigation, then the customer relationship could be terminated or severely damaged, which could lead to decreased revenue or increased costs, and could have a corresponding adverse effect on our business, operating results, and financial condition.

We face intense competition from other currently-existing technologies, as well as from emerging technologies. If we are unable to develop or license competitive technologies, then we might not be able to achieve sufficient market penetration, revenue growth, or profitability.

Our DAS systems face intense competition from traditional tower sites, traditional rooftop sites, emerging satellite applications, other DAS solutions, and other technologies that we cannot currently

8

anticipate. For example, technological developments are making it possible for wireless carriers to expand existing facilities to provide service without building additional tower facilities and without resorting to alternative technologies, such as our DAS systems. Increased carrier use of signal-combining and related technologies, which allow two or more carriers to provide services on different transmission frequencies on a shared communications antenna and other facilities normally used by only one carrier, could reduce the demand for our DAS systems. Wireless carriers frequently enter into agreements with their competitors allowing them to utilize one another’s cellular sites to accommodate customers who are out of range of their home wireless carrier’s services. In addition, wireless carriers have also entered into agreements allowing two or more wireless carriers to share a single wireless network or jointly develop a traditional wireless cellular site portfolio in certain locations. Such agreements might be viewed by wireless carriers as a superior alternative to our DAS systems.

In addition, newly emerging technologies could reduce or eliminate the need for land-based transmission and reception. For example, the FCC has granted license applications for several low-earth orbiting satellite systems that are intended to provide mobile voice and/or data services. Although such systems are highly capital-intensive and are not yet commercially tested, mobile satellite systems could compete with land-based wireless communications systems, including our DAS systems, thereby reducing the demand for our infrastructure services. Additionally, the need for our DAS systems might diminish because of the development and implementation of signal combining technologies (which permit one antenna to service two different transmission frequencies and, thereby, two customers) on communication antennas and other wireless facilities normally used by only one carrier.

Because the DAS-system market is rapidly evolving, new and more effective, efficient, or useful technologies might emerge and further intensify competition. We cannot assure you that our DAS systems will continue to compete favorably with existing or emerging technologies or that we will succeed against increasing competition from new services and enhancements introduced by our existing competitors or new companies entering our market. If our DAS systems do not compete successfully against current and future technologies, we could experience price reductions, order cancellations, lost customers, lost revenue, and reduced gross profit margins, each of which would adversely impact our business, financial condition and operating results. In part, our success will depend on our ability to develop or license leading technologies and respond to technological advances and emerging industry standards on a cost-effective and timely basis. We might need to spend significant amounts of capital to enhance and expand our business to keep pace with changing technologies.

Various federal, state, and local legislative and regulatory agencies are routinely proposing, passing, amending, and enforcing legislation, rules, and orders relating to our business and to our customers’ businesses. At any time, any such governmental action could materially and adversely affect our business or our customers’ business, either of which could hurt our revenue, operating results, business prospects, or financial condition.

Our business and our customers’ businesses are subject to extensive government review, oversight, and regulation. At any time, the FCC or various other federal, state, and local legislative and regulatory agencies could take actions that might negatively affect our business directly or indirectly by negatively affecting our customers’ businesses. For example, government agencies, including the FCC, have taken or might take action on network availability, Enhanced-911 accuracy, Enhanced-911 compliance, battery-back-up requirements, allowed spectrum use, competitive local-exchange carrier, or CLEC, rights, and other subjects that affect our business and our customers’ business. Governmental action on any one or more of these subjects or other subjects could adversely and materially affect our revenue, operating results, business prospects, or financial condition.

During the past decade, communications industry regulation has been unstable and uncertain as the U.S. Congress and various state legislatures have passed laws seeking to increase communications industry competition. Although the nature and effects of governmental regulation are not predictable with certainty, we believe that the U.S. Congress and government regulators are unlikely to pass laws or enact rules that extinguish our basic right or ability to compete in the communications markets. However, we can make no

9

assurances that they will not do so. If the U.S. Congress or government regulators were to do so, and if we did not have sufficient time, experience, resources, or ability to adjust our business practices accordingly, then our entire business could be jeopardized.

If we do not acquire and maintain the necessary municipal, utility, and regulatory access rights to deploy our DAS systems in one or more markets on a timely basis, then we might be unable to operate in these markets, which could adversely affect our ability to execute our business strategy.

We depend on our ability to acquire and maintain sufficient public-right-of-way access rights to deploy our DAS systems on a timely basis in each municipality in which we operate or intend to operate. These access rights allow us to deploy our DAS systems in locations where zoning restrictions might otherwise delay, restrict, or prevent building or expanding traditional wireless tower sites and traditional wireless rooftop sites.

Acquiring and maintaining the necessary access rights in certain areas can be a long and difficult process that might involve costly litigation and require a disproportionate amount of our resources. We might not be able to acquire or maintain the access rights required to execute our business strategy. Even if we are able to acquire and maintain those access rights, we might spend significant resources in doing so.

We depend on wireless communication demand for our revenue.

Substantially all our customers are wireless communications services providers. Demand for our DAS systems depends almost exclusively on our customers’ demand for additional wireless carrier network coverage, capacity, and performance, which, in turn, depends on the general demand for wireless services. Our customers’ willingness to expand their wireless coverage, capacity, and performance using DAS systems, to utilize our existing DAS systems, or to renew existing agreements for our DAS systems, will be affected by numerous factors, including:

•      consumer demand for wireless services due to general economic conditions or otherwise;

•      availability, location, efficiency, and cost of our existing or proposed DAS systems;

•      wireless carriers’ cost of capital, including interest rates, financial condition, and willingness to maintain or increase capital and operating expenditures;

•      mergers or consolidations among wireless service carriers;

•      increased use of network-sharing, roaming, or re-sale arrangements by wireless service providers;

•      government spectrum licensing;

•      zoning, environmental, health, and other governmental regulations; and

•      technological changes affecting the number or type of communications sites needed to provide wireless communications services to a given geographic area.

Diminished or slower demand for any particular wireless market segment might adversely affect the demand for our DAS systems. Moreover, some wireless carriers operate with substantial indebtedness, and if our customers were to incur potential financial problems, such problems might make our accounts receivable uncollectible, cause us to lose the customer and associated revenue, or reduce the customer’s ability or willingness to finance expansion or upgrade activities. If any one or more of these factors occur, then our revenue could be negatively affected, our assets could be impaired, or we might otherwise suffer material adverse effects.

10

We depend on key personnel to manage, operate, and grow our business effectively, and if we cannot hire, train, retain, or motivate qualified personnel, then we might not be able to successfully grow our business.

In part, our future success depends on certain key employees, including key technical, engineering, finance, legal, sales, and managerial personnel, and on our ability to attract and retain highly-skilled personnel. Our officers and key employees might terminate their employment at any time. Our ability to attract, hire, train, retain, and motivate highly-skilled personnel will be a critical factor in determining whether we will be successful. Competition for highly-skilled personnel is frequently intense, especially in the San Francisco Bay Area, which is where our primary business headquarters are located. We might not be successful in attracting, assimilating, training, retaining, or motivating qualified personnel to fulfill our current or future needs. Losing any key employee’s services, failing to attract, hire, train, retain, or motivate qualified personnel, or suffering delays in hiring required personnel, particularly finance, engineering, sales, or marketing personnel, might seriously harm our business, financial condition, and operating results.

We do not have key-person life insurance policies covering any of our employees, except for John B. Georges, our president and chief executive officer, and David M. Cutrer, our chief technology officer. The key-person life insurance policies that we do have on Dr. Georges and Dr. Cutrer might be inadequate and might not remain available on commercially reasonable terms or at all. We might also cancel these policies at any time.

Since our inception, we have used stock options as an important component for some of our employee compensation packages. We believe that our stock option plans are an essential tool to link the long-term interests of our stockholders and employees and to motivate management to make decisions that will, in the long run, give stockholders the best returns. U.S. generally accepted accounting principles requires us to record a charge to earnings for employee stock option grants and employee stock purchase plan rights. In addition, Nasdaq regulations requiring stockholder approval for all stock option plans could make it more difficult for us to grant options to employees. To the extent that these or other new regulations make it more difficult or expensive to grant employee stock options, we might incur increased compensation costs, change our equity compensation strategy, or find it difficult to attract, retain, and motivate employees, each of which could materially and adversely affect our business, financial condition and operating results.

We face intense competition from other currently-existing DAS companies, as well as from emerging DAS companies. If we are unable to compete effectively, then we might not be able to achieve sufficient market penetration, revenue growth, or profitability.

The DAS-system market is very competitive. Our direct competitors include large, well-capitalized, profitable, and well-financed public and private companies, as well as a number of smaller private companies and new market entrants. Because the DAS market is rapidly evolving, additional competitors with significant financial resources might enter these markets and further intensify competition.

Many of our current and potential competitors have significantly greater selling, marketing, technical, manufacturing, financial, and other resources available to them, which allows them to offer a more diversified bundle of products and services. In addition, competitors with larger market capitalization or cash reserves are better positioned than we are to acquire other companies to gain new technologies or products that might displace ours. DAS-industry consolidation could also intensify the competitive pressures against us because consolidated competitors might have longer operating histories and significantly greater financial, technical, marketing, and other resources and abilities. We cannot assure you that our DAS systems will continue to compete favorably or that we will succeed against increasing competition from new services and enhancements introduced by our existing competitors or new companies entering our market. If we cannot compete successfully against our current and future competitors, then we could experience price reductions, order cancellations, lost customers, lost revenue, and reduced gross profit margins, each of which would adversely impact our business, financial condition, and operating results.

11

We have been party to a significant amount of litigation, which could divert our management’s attention, require us to pay significant attorneys’ fees, or otherwise materially and adversely affect our operating results, customer relationships, business reputation, and business prospects.

We are regularly subject to legal proceedings and claims that arise in the ordinary course of our business. Litigation might result in substantial costs and might divert management’s attention and resources, which might seriously harm our business, financial condition, operating results, and cash flows.

We have previously been involved in, and we are currently involved in, patent infringement litigation that we have initiated against others. Whether or not successful, patent infringement cases can be very expensive, time-consuming, and distracting for management. Additionally, any such patent infringement litigation could fail, could result in counterclaims against us, or could result in our patents being invalidated. Even if successful, patent infringement remedies could be very limited and might not justify the cost, time, effort, and distraction required to prosecute the case.

As CLECs, our operating subsidiaries are entitled to access certain public-rights-of-way under the Telecommunications Act of 1996. To enforce our rights under the Telecommunications Act in recent years, we have been and continue to be involved in a significant amount of litigation, most of which has been initiated by us. Prosecuting or defending these lawsuits might divert our management’s attention, and we might incur significant expenses by participating in these lawsuits.

We are also subject to regulation by the California Public Utilities Commission, or CPUC, and similar state regulatory agencies throughout the United States. On their own initiative or in response to third-party complaints, these state regulatory agencies can investigate us, can bring enforcement actions against us, can impose monetary penalties against us, and can seek to prohibit us from operating in a particular state. For example, in April 2008, the City of Huntington Beach, California filed a complaint against us with the CPUC seeking to have our operational authority revoked in California. While we believe that this complaint lacks merit, and while we intend to vigorously defend against this complaint, we cannot assure you that we will prevail in this matter or in any similar matters that might arise. If we lose in this CPUC action, or in any future similar actions in California or other states in which we operate, then our operating results, customer relations, business reputation, and business prospects could be severely damaged.

For a discussion of significant litigation matters involving our company, see “Business — Legal Proceedings.”

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business, and our stock price. In addition, our independent registered public accounting firm has identified significant deficiencies and a material weakness over our internal control over financial reporting.

We must try to ensure that we have adequate internal financial and accounting controls and procedures so that we can produce accurate financial statements on a timely basis, and doing so is a costly and time-consuming effort. In the past, we have discovered, and we might also discover, that we have areas of internal financial and accounting controls and procedures that need improvement.

For example, in connection with the 2007 audit, our independent registered public accounting firm identified as significant deficiencies that we did not have enough process controls related to various expense accruals, we did not begin amortization of deferred revenue and deferred costs for certain DAS sites, and we did not adjust our cash outflows for long-term assets that were acquired but paid after the year-end, resulting in a restatement of the consolidated statements of cash flows in our previously issued consolidated financial statements for 2005 and 2006. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s consolidated financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control. We have begun to remediate

12

the significant deficiencies, including implementing more thorough estimation procedures in the monthly closing process, improving procedures to more accurately reflect partial implementation of networks, and we plan to hire additional personnel with more experience in financial reporting and accounting processes. In addition, in the first quarter of 2008, our independent registered public accounting firm identified as a material weakness that we did not have effective control over the operation of the financial closing and reporting process related to the identification of and accounting for non-recurring items. We did not account for the Series C preferred stock warrants that were issued in conjunction with our debt facility in January 2008. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected by the entity’s internal control. We plan to remediate the material weakness, including hiring additional personnel with more experience in financial reporting and accounting processes. However, we cannot be certain that the measures we have taken will ensure that we will maintain adequate controls over our financial processes and reporting in the future.

In addition, the Sarbanes-Oxley Act of 2002 requires annual management assessments of the effectiveness of our internal controls over financial reporting and our independent registered public accounting firm’s report addressing these assessments. Both we and our independent registered public accounting firm will be testing our internal controls in connection with Sarbanes-Oxley Act Section 404 requirements and could identify areas for further attention or improvement, including additional significant deficiencies or material weaknesses.

Any failure to remediate the material weakness or significant deficiencies identified by our independent registered public accounting firm or to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure also could adversely affect the results of our periodic management evaluation and annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that will be required under Sarbanes-Oxley Act Section 404. Implementing any appropriate changes to our internal controls might require specific compliance training for our directors, officers, and employees, might entail substantial costs to modify our existing accounting systems, and might take a significant time period to complete. However, such changes might not be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or any resulting inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. In addition, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements might materially and adversely affect our stock price.

We rely on patents, trademarks, copyrights, and trade secrets to protect our proprietary rights, which might not be sufficient to protect our intellectual property.

We rely on a combination of patent, copyright, trademark, and trade secret laws and confidentiality procedures to protect our proprietary rights. We currently hold nine issued U.S. patents and 22 issued foreign counterparts, and we also have a number of patent applications pending in the U.S. and in certain foreign jurisdictions. These issued and pending patents relate to distributed antenna systems, base-station hotels, optical multiplexing for RF-over-fiber transport, and automatic bandwidth switching and provisioning. Over time, all of our patents will expire, and one of our important patents will expire in 2009.

With respect to our trade secrets, others might independently develop similar proprietary information and techniques. Others might gain access to our trade secrets or other intellectual property or disclose such intellectual property. In addition, we cannot assure you that any trade secret, patent, registered trademark, or other intellectual property owned by us will be enforceable or will not be disclosed, invalidated, circumvented, or otherwise challenged in the United States or foreign countries or that our corresponding intellectual property rights will give us competitive advantages or that any of our pending or future patent applications will be issued with our intended claims scope, if at all. Our competitors could independently develop technologies that are substantially equivalent or superior to our technology, or they could design around our

13

proprietary rights. In each case, our ability to compete could be significantly impaired. In addition, foreign regulators might not enforce our intellectual property rights in their jurisdictions.

Litigation might be necessary to enforce our patents and other intellectual property rights, to protect our trade secrets, to determine the validity of and scope of other parties’ proprietary rights, or to defend against infringement claims or invalidity claims. Litigation could result in substantial costs and resource diversions, which could harm our business, could ultimately be unsuccessful in protecting our intellectual property rights, or could render our intellectual property rights legally invalid or unenforceable. We have previously been involved in, and we are currently involved in, patent infringement litigation that we have initiated against others. For more information on our existing patent infringement litigation, see “Business — Legal Proceedings.” Furthermore, many of our current and potential competitors can dedicate substantially greater resources to enforce their intellectual property rights than our available resources. Accordingly, despite our efforts, we might not be able to prevent third-parties from infringing upon or misappropriating our intellectual property.

Claims by others that we infringe their proprietary technology could harm our business.

Third-parties might assert intellectual property rights infringement claims against us, against our customers, or against our suppliers for which we might be liable. Due to our industry’s rapidly changing technologies, much of our business and many of our services rely on third-party proprietary technologies, and we might not be able to acquire or keep licenses from such third-parties on reasonable terms or at all. As the number of competitors in our market increases and as overlaps occur, we expect that infringement claims might increase. We have not performed any freedom-to-operate searches. Any third-party infringement claims, even claims without merit, could cause us to incur substantial defense costs and could distract our management from our business. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or that prevents us from distributing certain products or performing certain services. In addition, we might be required to seek a license to use such intellectual property, which might not be available on commercially acceptable terms or at all. Alternatively, we might be required to develop non-infringing technology, which could require significant effort and expense and might ultimately not be successful. Any of these events could seriously harm our business, operating results, and financial condition.

We expect to rely heavily on debt financing, and our current and future debt obligations might affect our business, operating results, and financial condition.

In January 2008, we entered into a credit line comprised of a $10.0 million revolving loan to secure letters of credit and bond deposits that are required by various municipalities and utilities and a $50.0 million term loan. We expect to borrow money under this existing credit line, and we might seek and use other debt facilities. Our future debt service obligations arising from these existing and these potential future debt facilities could adversely affect us in a number of ways, including by:

•      limiting our future ability to finance working capital, capital expenditures, debt service requirements, or other corporate purposes;

•      limiting our flexibility in implementing our business strategy and in planning for, or reacting to, changes in our business;

•      placing us at a competitive disadvantage relative to any of our competitors who have lower debt levels;

•      decreasing our debt ratings and increasing our cost of borrowed funds;

•      making us more vulnerable to a downturn in our business or the economy generally;

•      subjecting us to the risk of being forced to refinance these amounts when due at higher interest rates; and

14

•      requiring us to use a substantial portion of our cash to pay principal and interest on our debt instead of contributing those funds to other purposes such as working capital, capital expenditures, or other corporate purposes.

Our current credit agreements place several restrictions on our business operations including restrictions on our ability to: (1) sell parts of our business; (2) enter into a transaction that would result in a control change of us; (3) merge with or acquire other companies; (4) assume additional indebtedness; (5) pay dividends; and (6) enter into material transactions with our affiliates. In addition, we are required to maintain certain financial ratios. If we violate any of the restrictive covenants in our credit agreements or fail to maintain the required financial ratios, the lenders can declare all our obligations immediately due and payable. Under our current credit agreements, our lenders are required to fund our debt draw-down requests within a short time period. If our lenders are unable or unwilling to fund our draw-down requests in a timely fashion or at all, then we might not have any available capital to fund our operations. Alternative financing arrangements might not be available on short notice, on commercially reasonable terms, or at all. If our lenders are unable or unwilling to fund our debt draw-down requests and if we are unable to quickly find acceptable financing alternatives, then our business could be severely harmed, our ability to fund our ongoing operations could be severely limited, our financial results could be materially and adversely impacted, and our common stock price could decrease.

Future acquisitions could disrupt our business, dilute our stockholders, and harm our business, operating results, and financial condition.

We might acquire other businesses, products, or technologies. Since our inception, we have made only one acquisition, and, as a result, our ability as an organization to successfully make and integrate acquisitions is unproven. We might not be able to find suitable acquisition candidates, and we might not be able to complete acquisitions on favorable terms, if at all.

If we do complete acquisitions, we might not ultimately strengthen our competitive position or achieve our goals, or such acquisitions might be viewed negatively by customers, financial markets, or investors. In addition, any acquisitions that we make could lead to difficulties in integrating personnel and operations from the acquired businesses and in retaining and motivating key personnel from these businesses. Acquisitions might disrupt our ongoing operations, divert management from day-to-day responsibilities, increase our expenses, and adversely impact our business, operating results, and financial condition. Future acquisitions might reduce our cash available for operations and other uses and could result in an increase in amortization or depreciation expense related to identifiable assets acquired, potentially dilutive equity issuances, or increased debt, any of which could harm our business, operating results, and financial condition.

We depend on a limited number of suppliers and manufacturers for DAS equipment for our DAS systems, and our dependence on these suppliers and manufacturers might increase our operating costs, delay production, diminish customer relationships, and otherwise materially and adversely affect our business.

Our ability to successfully and timely deploy our DAS systems depends heavily on the cost, quality, and availability of key DAS equipment components. We substantially rely on a select few suppliers to provide us with those key DAS equipment components, which include associated hardware, transmitters, receivers, amplifiers, and antennas. Our substantial reliance on a limited number of suppliers for many of our key DAS equipment components involves significant risks, which include limited control over price, timely delivery, and quality. Additionally, if we have disputes with these limited suppliers, then they might become unable or unwilling to deliver these components to us at an acceptable cost or at all. Although we have identified alternate suppliers for most of our key DAS equipment components, any significant changes in our current supplier arrangements could cause material delays in, and increase the costs of, our DAS-system deployments. We might not be able to obtain critical components from alternate suppliers in a timely or cost-effective manner, or at all, and this could adversely affect our business, prospects, and operating results.

Because we purchase key DAS equipment components from third-party suppliers, we are subject to the risk that suppliers will fail, or that customers will be dissatisfied with the quality or performance of our

15

suppliers’ products on our DAS systems. If one of our suppliers suffers any business interruption, or experiences delays, disruptions, or quality-control problems in manufacturing operations, or if we change or contract with new suppliers, then our ability to deploy our DAS systems for our customers on the agreed-upon timeline might be impaired, and our business, operating results, and financial condition would be adversely affected.

We depend on third-party independent contractors for many services that we require, and our dependence on them might increase our operating costs, delay production, diminish customer relationships, create tax law and employment law risks, and otherwise materially and adversely affect our business.

We currently rely on, and we might continue to rely on, third-party independent contractors for many services that we require, such as certain design, engineering, construction, implementation, monitoring, maintenance, repair, marketing, finance, human resources, and purchasing services. Our substantial reliance on third-party independent contractors involves significant risks, which include diminished control over work product, process, schedule, quality, personnel, and delivery. Our customers might also be dissatisfied with the quality or performance of these third-party independent contractors, whose services frequently become an integral part of our DAS systems. If we have disputes with these third-party independent contractors, then they might become unable or unwilling to deliver these critical services to us at an acceptable cost or at all. Even without any disputes, our third-party independent service providers might suffer business interruptions, experience delays, experience quality control problems, refuse to continue providing services to us, or otherwise become unavailable to us. Although we have identified alternate service providers for most of these required services, any significant changes in our third-party independent contractor arrangements could cause material delays in, and increase the costs of, our DAS-system deployments. We might not be able to obtain critical services from alternate third-party independent contractors, or to hire employees to provide similar services, in a timely or cost-effective manner, or at all, and this could adversely affect our business, prospects, and operating results.

Additionally, although we believe that our third-party independent contractor relationships comply with all tax laws, employment laws, and other laws, we could be mistaken. If we are mistaken, then we could be subject to governmental or private investigations, enforcement actions, regulatory proceedings, lawsuits, or other proceedings. Whether or not any such proceedings have any merit, defending ourselves in any such proceedings could be very expensive, time-consuming, and distracting to our management. If any such proceeding is successful, then we could be required to pay significant penalties, fines, back taxes, compensatory damages, restitution, punitive damages, attorneys’ fees, costs, and other damages. Any of these developments could damage our business, operating results, and financial condition.

The number of DAS systems that we sell, and the number of DAS systems that we deploy, fluctuate from quarter to quarter.

The number and size of the DAS systems that we sell or deploy fluctuates from period to period and within periods. Numerous factors cause these fluctuations, including customer capital expenditure timing, the number and significance of active customer engagements during a quarter, project delays, contractor hiring, and municipality disputes. While this demand fluctuates, we incur significant fixed costs, such as maintaining a staff and office space in anticipation of future contracts. Seasonal factors, such as weather, vacation days, city-wide construction moratoriums, total business days in a quarter, and customer business practices, such as deferring new projects until after a calendar-year or fiscal-year ends, might add to the variability in our DAS-system sales and deployments, and could have a material adverse effect on our growth rate, prospects, financial condition, or operating results. Consequently, the number and size of the DAS systems that we deploy and our operating results for any particular period might vary significantly, and should not be considered as indicative of longer-term results.

16

Our DAS systems are highly technical and might contain undetected hardware errors or software bugs, which could harm our reputation and adversely affect our business.

Our DAS systems are highly technical and complex and, when deployed, are critical to operating many wireless carrier networks. Our DAS systems have contained and might contain undetected errors, bugs, or security vulnerabilities. Some errors in our DAS systems might only be discovered after a DAS system has been deployed and used by customers. For example, on one DAS system, we discovered that firmware associated with the DAS-site power amplifier equipment needed to be upgraded after the DAS system had been deployed. In some cases, we have also discovered workmanship issues with fiber or electrical cabling that we needed to correct. Any errors, bugs, defects, or security vulnerabilities discovered in our DAS systems after deployment could result in lost revenue, revenue recognition delays, lost customers, reputation damage, brand damage, and increased service and warranty cost, any of which could adversely affect our business, operating results, and financial condition. In addition, we could face claims for product liability, tort, or breach of warranty. Our customer contracts contain provisions relating to warranty disclaimers and liability limitations, which might not be upheld. Defending a lawsuit, regardless of its merit, is costly and might divert management’s attention and adversely affect the market’s perception of us and our technology. In addition, if our business liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, then our business, operating results, and financial condition could be adversely impacted.

We rely on the availability of third-party licenses.

Our business currently requires us to license software from third-parties. We might be required to seek or renew licenses relating to various aspects of our business. We cannot assure you that any necessary licenses will be available on commercially acceptable terms, if at all. If we cannot acquire certain licenses or other rights on favorable terms or at all, or if we are required to litigate these matters, then we could suffer a material adverse effect on our business, operating results, and financial condition. Additionally, by including in our systems software or other intellectual property that is licensed from third-parties on a non-exclusive basis, we could be limiting our ability to protect our proprietary rights in our products and services.

Changes in existing financial accounting standards or practices or in taxation rules or practices might adversely affect our operating results.

Changes in existing accounting rules or practices in the United States or in taxation rules or practices in the jurisdictions where we do business, new accounting pronouncements in the United States or in applicable jurisdictions, or varying interpretations of current accounting pronouncements in the United States or in the countries in which we operate could have a significant adverse effect on our operating results or the manner in which we conduct our business. In addition, changes in our financial accounting practices could have a significant adverse effect on our operating results. Accounting charges and unexpected tax liabilities could also have a material adverse affect on our operating results.

Our ability to use net operating losses and tax credits to offset future taxable income may be subject to certain limitations.

As of December 31, 2007, we had federal net operating loss carryforwards and research and development tax credit carryforwards of approximately $91.7 million and $76.2 million, respectively. If not utilized, our federal net operating loss and research and development tax credit carryforwards will begin to expire in 2012. Federal tax laws impose substantial restrictions on the utilization of net operating losses and tax credits in the event of “ownership change” of a corporation, as defined in Internal Revenue Code Section 382. Our ability to utilize our federal net operating loss and tax credit carryforwards may be limited in the event that an ownership change has occurred or will occur. In connection with this offering, we may undergo a change in ownership and, accordingly, our ability to utilize our federal net operating loss and tax credit carryforwards may be limited as the result of such ownership change. In each period since our inception, we have recorded a 100% valuation allowance for the full amount of our deferred tax asset, as the realization of the deferred tax asset is uncertain. As a result, we have not recorded any federal tax benefit with respect to our deferred tax in our statement of operations.

17

Our business is subject to interruptions caused by earthquakes, fire, floods, other natural disasters, computer viruses, accidents, or terrorism, and adequate insurance might not be available.

Our DAS systems are subject to risks associated with natural disasters, such as tornadoes, hurricanes, earthquakes, fires, or floods, as well as human-created risks, such as computer viruses, unauthorized computer or server tampering, accidents, break-ins, or terrorism. Terrorist acts could also disrupt our customers’ businesses or the economy as a whole. We maintain casualty insurance to cover the estimated cost of repairing damaged DAS systems, although certain casualties, such as earthquakes and hurricanes, are specifically not covered by our current insurance policies. We also maintain third-party liability insurance against accidents involving our DAS systems. However, all such insurance policies are subject to caps and deductibles, might otherwise be inadequate in light of the potential damages, might not cover any particular event or circumstance, and might not remain available on commercially reasonable terms or at all, and, in any event, we might not maintain or renew any or all such insurance policies. We also do not insure any customer equipment that may be attached to our DAS systems. Any natural disaster, accident, or other event for which we are uninsured or underinsured, or any damage to a DAS system or group of DAS systems, could have a material adverse effect on our prospects, financial condition, or operating results.

Our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity. A significant natural disaster, such as an earthquake, fire, or a flood, at our headquarters could have a material adverse impact on our business, operating results, and financial condition.

Our ability to build, deploy, and maintain our DAS systems, and to provide our services, depends upon third-party facilities and equipment, the failure of which could cause delays or interruptions of our service, damage our reputation, cause us to lose customers, and limit our growth.

We depend on the proper functioning of equipment and facilities that are owned and operated by third-parties. Our DAS systems’ performance is limited by the quality of the customer’s back-end networks. In addition, if a customer’s network fails or gets interrupted, then our corresponding DAS systems will be similarly impaired as well.

In many cases, we outsource several of our DAS system functions to third-party providers, such as certain equipment or fiber design or engineering, construction and implementation, or monitoring, maintenance, and repair. We might outsource additional DAS system functions, and we might outsource these same DAS system functions to a greater degree, more frequently, or with respect to more DAS systems. If our third-party service providers fail to maintain our DAS systems properly, or fail to respond quickly to problems, then our wireless carrier customers and their customers might experience service interruptions. Our customers have experienced such interruptions in the past and might continue to experience interruptions. Interruptions in DAS systems caused by third-party facilities might cause us to lose customers, which could adversely affect our revenue and profitability. If interruptions adversely affect our DAS systems’ perceived reliability, then we might have difficulty attracting new customers and our brand, reputation, and growth will be negatively impacted.

We might also experience quality deficiencies, cost overruns, and project delays with our construction, deployment, maintenance, repair, and upgrade projects, including the portions of those projects not within our control. Building, deploying, operating, and maintaining our DAS systems can require permits from numerous governmental agencies, including municipalities, as well as action by private third-parties, such as utility companies. If these governmental agencies and utility companies do not act quickly enough, then our DAS-system deployments can be delayed and our DAS-system deployment costs can increase significantly. On terms that are acceptable to us, we might not be able to acquire the rights and approvals necessary to build, deploy, and expand our DAS systems.

Additionally, as the number of customers using our DAS systems increases, and, as we increase our DAS service offerings, we might need to upgrade our DAS systems to maintain or improve our DAS-system quality. To do so, we will need to substantially rely on third-party contractor availability and ability. If we do not successfully implement timely upgrades to our DAS systems, then our DAS-system quality might decline and we might lose customers.

18

Risks Related to this Offering and Our Common Stock

Our stock price might be volatile, you might not be able to re-sell shares of our common stock at or above the price you paid, and you could lose all or part of your investment.

Before this offering, shares of our common stock have not had any public market. The initial public offering price will not necessarily reflect the price at which investors in the market will be willing to buy and sell our shares after this offering. After this offering, we expect that our common stock’s trading price will be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include those discussed in this “Risk Factors” section of the prospectus and others such as:

•      quarterly variations in our operating results or in the operating results of companies in the wireless or wireless infrastructure industries;

•      announcements by us or our competitors of acquisitions, new products, pricing-policy changes, significant contracts, commercial relationships, or capital commitments;

•      changes in our public earnings guidance or earnings estimates;

•      our common stock’s trading volume;

•      general economic conditions;

•      speculation in the press or investment community; and

•      security analysts’ publication of research reports about us or our industry, or security analysts failure to publish such research reports.

In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the applicable companies’ operating performance. Broad market and industry factors might seriously affect our common stock’s market price, regardless of our actual operating performance. These fluctuations might be even more pronounced in our common stock’s trading market shortly after this offering. In addition, historically, volatility in the overall market and in the market price of a particular company’s securities has almost always resulted in securities class action litigation against all affected companies. If instituted against us, this type of litigation could result in substantial costs and a diversion of our management’s attention and resources.

If securities analysts or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our business or stock, then our stock price and trading volume could decline.

Our common stock’s trading market will be influenced by the research reports and ratings that industry analysts or securities analysts publish about us, about our business, or about the markets in which we operate. We do not have any control over these analysts. If one or more of the analysts who cover us issue an adverse opinion regarding our stock, then our stock price would likely decline. If we do not get securities analyst coverage or industry analyst coverage or if one or more of these analysts stop covering our company or do not regularly publish reports on us, then we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Future stock sales by us or existing stockholders could cause our stock price to decline.

If we or our existing stockholders sell, or indicate an intention to sell, or if a perception is created that we or our existing stockholders are likely to sell substantial amounts of our common stock in the public market after the lock-up and other legal re-sale restrictions discussed in this prospectus lapse, then our common stock’s trading price could decline. Based on shares outstanding as of March 31, 2008 and assuming that the underwriters do not exercise their over-allotment option, we will have outstanding a total of          shares of common stock upon this offering’s completion, which is an increase of     % from the number of shares

19

outstanding before the offering. Of these shares of common stock outstanding before the offering, only the          shares of common stock that are sold in this offering will be freely tradable, without restriction, in the public market. Our remaining shares outstanding after this offering can be sold, subject to any applicable volume limitations under federal securities laws, in the near future as described below.

Number of Shares	Date
	On the prospectus date Between 90 and 180 days after the prospectus date At various times beginning more than 180 days after the prospectus date

After this offering, holders of           shares of our common stock have and will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we might file for ourselves or other stockholders. In addition, all of our preferred stockholders, John B. Georges, and David M. Cutrer have piggy-back registration rights in connection with this offering. See “Capital Stock — Registration Rights.” We also intend to register all shares of common stock that we might issue under our employee benefit plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

Our common stock’s initial public offering price is substantially higher than the net tangible book value per share of our common stock immediately after this offering. Therefore, if you purchase our common stock in this offering, you will incur an immediate dilution of $     in net tangible book value per share from the price you paid. In addition, following this offering, purchasers in the offering will have contributed     % of the total consideration paid by stockholders to us to purchase shares of our common stock. The exercise of outstanding options and warrants will result in further dilution. For a further description of the dilution that you will experience immediately after this offering, see “Dilution.”

We have broad discretion to determine how to use the proceeds raised in this offering, and we might use them in ways that might not enhance our operating results or our common stock price.

We could spend the proceeds from this offering in ways that our stockholders might not agree with or that do not yield a favorable return. We intend to use a significant portion of this offering’s net proceeds to build and deploy future DAS systems, as well as for general corporate purposes, which might include expanding our sales, marketing, research and development efforts, working capital expenditures, capital expenditures, buying or investing in other businesses, products, and technologies, and additional costs associated with being a public company, including higher legal, insurance, and financial reporting expenses. Until we use this offering’s net proceeds, we plan to invest the net proceeds in interest-bearing, investment-grade securities, which might not yield a favorable return rate. However, we do not have more specific plans for this offering’s net proceeds, and we will have broad discretion in how we use this offering’s net proceeds. If we do not invest or apply this offering’s net proceeds in ways that improve our operating results, then we might fail to achieve expected financial results, which could cause our stock price to decline, and we might require additional financing, which might not be available on commercially reasonable terms or at all.

Under Delaware law and our charter documents, a takeover that stockholders may consider favorable could be discouraged.

As amended and restated upon this offering’s closing, our certificate of incorporation and bylaws might delay or prevent a control change or changes in our management. These provisions include the following:

•      Our board has the right to elect directors to fill a vacancy created by any board-size expansion or by a director’s resignation, death, or removal, which prevents stockholders from being able to fill vacancies on our board.

20

•      Our stockholders may not act by written consent. As a result, a holder, or holders, controlling a majority of our capital stock would not be able to take certain actions without holding a stockholders’ meeting.

•      Our certificate of incorporation prohibits cumulative voting in director elections. This limits the ability of minority stockholders to elect director candidates.

•      Stockholders must provide advance notice to nominate candidates for director elections or to propose matters that can be acted upon at a stockholders’ meeting. These provisions might discourage or deter a potential acquirer from soliciting proxies to elect the acquirer’s own director slate or otherwise trying to acquire control of our company.

•      Without stockholder approval, our board may authorize and issue undesignated preferred stock shares. This ability allows our board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.

•      Our stockholders will be limited in their ability to call and bring business before special meetings, and in their ability to control board meeting and stockholder meeting procedures and schedules. Additionally, our board has the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

•      We will have a staggered board, so only a minority of our directors will be considered for re-election in any given year. Consequently, stockholders who wish to elect a new board majority will be required to wait for at least two annual director-election cycles to try doing so.

As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of that corporation’s capital stock, unless the holder has held the stock for three years or, among other things, the board has approved the transaction. Our board could rely on Delaware law to prevent or delay an acquisition of us. For a description of our capital stock, see “Capital Stock.”

Any provision of our certificate of incorporation, our bylaws, or Delaware law that has the effect of delaying or deterring a control change could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

We might need to raise additional capital, which might not be available, or we might be unable to generate the significant capital necessary to expand our operations and invest in new products, which could reduce our ability to compete and would adversely affect our ability to operate our business.

We expect that this offering’s net proceeds to us, together with our existing cash balances and credit facilities, will be sufficient to meet our working capital needs and capital expenditure needs for the foreseeable future. After that, we might need to raise additional funds, and we might not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, then our stockholders might experience significant dilution of their ownership interests and our common stock’s per-share value could decline. If we conduct a debt financing, then we might be required to accept terms that restrict our ability to incur additional indebtedness and force us to maintain specified liquidity or other ratios, any of which could harm our business. If we need additional capital and cannot raise that additional capital on acceptable terms, then we might fail to do any one or more the following, among other things, and the failure to do any one of which could seriously harm our business and cause our stock price to fall and cause you to lose some or all of your investment:

•      meet our business objectives;

•      develop or enhance our products and services;

•      continue to expand our product development sales and marketing organizations;

•      acquire complementary technologies, products, or businesses;

21

•      continue to fund our operations;

•      expand operations, in the United States or internationally;

•      hire, train, and retain employees; or

•      respond to competitive pressures or unanticipated working capital requirements.

Concentration of ownership among our existing executive officers, directors, and their affiliates might prevent new investors from influencing significant corporate decisions and might adversely affect your investment’s value.

Upon this offering’s completion, our executive officers, directors, and their affiliates will beneficially own, in the aggregate, approximately     % of our outstanding shares of common stock, assuming no exercise of the underwriters’ over-allotment option. As a result, these stockholders will be able to exercise significant control over all matters requiring stockholder approval, including director elections, certificate of incorporation amendments, and significant corporate transaction approvals, such as approvals for a merger or other sale of our company or our company’s assets. These actions may be taken, even if they are opposed by other stockholders. Certain transaction approvals might be difficult or impossible without support from these stockholders. This ownership and control concentration could limit your ability to influence corporate matters and might have the effect of delaying or preventing management changes or delaying or preventing a third-party from acquiring control over us, which could prevent stockholders from receiving a premium for their shares. Some of these persons or entities might have interests different than yours. For example, because most of these stockholders purchased their shares at prices substantially below the price at which shares are being sold in this offering and because they have held their shares for a relatively longer period, they might be more interested in selling our company to an acquirer than other investors or might want us to pursue strategies that are different from the wishes of other investors. For information regarding the ownership of our outstanding stock by our executive officers and directors and their affiliates, see “Principal and Selling Stockholders.”

By operating as a public company, we will incur significant increased costs, and our management will be required to devote substantial time to new compliance initiatives that might strain our resources and distract our management.

As a public company, we will be subject to a number of requirements that did not apply to us as a private company, including the reporting requirements of the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act, and the Nasdaq rules issued in response to the Sarbanes-Oxley Act. As a result of complying with these requirements, we will incur significant legal, accounting, and other expenses that we did not incur as a private company, and our management and other personnel will need to devote a substantial amount of time, management oversight, and resources to these compliance initiatives. We expect these new rules and regulations to make it more difficult for us to attract and retain qualified persons to serve on our board, on our board committees, or as executive officers to run these processes and to have other consequences. For example, we expect these new rules and regulations to make it more difficult and more expensive for us to obtain director-and-officer liability insurance, and we might be required to accept reduced policy limits and reduced coverage or to incur substantial costs to maintain the same or similar coverage. In addition, Nasdaq rules require that all of our board committee members, including our audit committee members, consist of independent directors after this offering’s first anniversary. We might not be able to attract and retain independent directors for our board committees in a timely fashion, or at all.

Among other things, the Sarbanes-Oxley Act requires that we assess the effectiveness of our internal control over financial reporting annually and disclosure controls and procedures quarterly. In particular, for the year ended December 31, 2009, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Sarbanes-Oxley Act Section 404. As a result, our management’s attention might be diverted from other business concerns, which could have a material adverse effect on our business, financial condition, operating results, and cash flows.

22

In addition, our independent registered public accounting firm have identified significant deficiencies and a material weakness in our internal controls over financial reporting. Our Section 404 compliance will require that we incur substantial accounting expense and expend significant management time on compliance related issues. We will evaluate the need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we do not comply with the Section 404 requirements in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, then our stock’s market price could decline and we could be subject to sanctions or investigations by the Nasdaq Stock Market, the Securities and Exchange Commission, or other regulatory authorities, which would require additional financial and management resources.

We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on our common stock’s price appreciation, if any.

In July 2004 and December 2007, our board declared, and our stockholders approved, common stock cash dividends equal to $0.30 per share and $0.40 per share, respectively, and we paid those dividends shortly after they were declared. However, for the foreseeable future, we do not currently intend to pay any more cash dividends. Under our current credit agreements, we may not pay any dividends or make any other distribution or payment on account of or in redemption, retirement, or purchase of any capital stock, unless such payment is made from the cash proceeds of this offering, a leveraged buyout or acquisition of us, or the sale by us of additional equity, so long as an event of default under the credit agreements does not exist prior to or after such sale. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in our shares of common stock will depend upon any future appreciation in our common stock’s value. There is no guarantee that our shares of common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

23

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future operating results and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “might,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe might affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in “Risk Factors.” In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this prospectus might not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Our management cannot possibly to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, might cause actual results to differ materially from those contained in any forward-looking statements we might make. Before investing in our common stock, you should be aware that the occurrence of the risks, uncertainties, and events described in the section entitled “Risk Factors” and elsewhere in this prospectus could have a material adverse effect on our business, operating results, and financial condition.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, activity levels, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the prospectus date to conform these statements to actual results or to changes in our expectations.

This prospectus also contains statistical data and estimates, including those relating to historical and projected growth rates of the markets in which we participate, that we obtained from industry publications and reports generated by CTIA — The Wireless Association and International Data Corporation. Although we believe these sources are reliable, we have not independently verified their data. In addition, these publications include forward-looking statements made by the authors of such reports. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions. Actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

24

USE OF PROCEEDS

We estimate that we will receive approximately $      million in net proceeds, assuming an initial public offering price of $      per share, which is the mid-point of the price range listed on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and our estimated offering expenses. We will not receive any proceeds from the sale of shares by the selling stockholders. If the underwriters’ option to purchase additional shares in this offering is exercised in full, then we estimate that our net proceeds will be approximately $      million. Each $1.00 increase (decrease) in the assumed initial public offering price of $      per share would increase (decrease) the net proceeds to us from this offering by approximately $      million, assuming that the aggregate number of shares offered by us, as specified on the cover page of this prospectus, remains the same. Depending on market conditions when we price this offering and other considerations, we may sell fewer or more shares than the number specified on the cover page of this prospectus.

We intend to use this offering’s net proceeds for building and deploying our DAS systems, for working capital needs, and for other general corporate purposes. Additionally, we may choose to expand our current business by buying or investing in other businesses, products, or technologies, but we do not currently have any agreements or commitments to do so.

As of any given time, we intend to invest any otherwise unused net proceeds in short-term, interest-bearing, investment grade securities.

DIVIDEND POLICY

In 2005 and in 2006, we did not pay any cash dividends to holders of our common stock. In each of July 2004 and December 2007, our board declared, and our stockholders approved, a cash dividend on shares of our common stock equal to $0.30 per share and $0.40 per share, respectively. We paid the December 2007 cash dividend to our common stockholders in January 2008. We did not declare or pay any other cash dividends on shares of our capital stock during the three months ended March 31, 2008.

We currently do not anticipate paying any cash dividends in the foreseeable future. Under our current credit facility, we may not pay any dividends or make any other distribution or payment on account of or in redemption, retirement, or purchase of any capital stock, unless such payment is made from the cash proceeds of this offering, a leveraged buyout or acquisition of us, or the sale by us of additional equity, so long as an event of default under the credit agreements does not exist prior to or after such sale. Any future determination to declare cash dividends will be made in our board’s discretion, subject to complying with all applicable laws and with the restrictions on paying dividends in our credit facility, and will also depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our board might deem relevant.

25

CAPITALIZATION

The following table specifies our cash and cash equivalents, current debt, long-term debt, and capitalization as of March 31, 2008:

•      on an actual basis;

•      on a pro-forma basis to give effect to the automatic conversion of all outstanding shares of preferred stock into 17,731,074 shares of common stock upon this offering’s completion; and

•      on a pro-forma, as-adjusted basis to give further effect to our sale of           shares of common stock in this offering, at an assumed initial public offering price of $      per share, which is the mid-point of the price range listed on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses.

You should read this table in conjunction with the sections titled “Selected Condensed Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Operating Results,” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of March 31, 2008
						Pro-Forma,
	Actual			Pro-Forma		As-Adjusted
	(in thousands, except share and
	per share data)
	(unaudited)
Cash and cash equivalents	$	38,871		$		$
Current debt		—			—		—
Long-term debt		—
Stockholders’ equity:
Convertible preferred stock, par value $0.001; 18,555,522 shares authorized, 17,731,074 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro-forma and pro-forma, as-adjusted:
Series A preferred stock, par value $0.001; 6,012,025 shares authorized, 5,906,472 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro-forma and pro-forma, as-adjusted		6			—		—
Series B preferred stock, par value $0.001; 8,793,497 shares authorized, 8,793,497 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro-forma and pro-forma, as-adjusted		9			—		—
Series C preferred stock, par value $0.001; 3,750,000 shares authorized, 3,031,105 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro-forma and pro-forma, as-adjusted		3			—		—
Preferred stock, par value $0.001; no shares authorized, issued and outstanding, actual;          shares authorized, no shares issued and outstanding, pro-forma and pro-forma, as-adjusted		—
Common stock, par value $0.001; 40,000,000 shares authorized, 8,235,221 shares issued and outstanding, actual;          shares authorized,          shares issued and outstanding, pro-forma and pro-forma, as-adjusted		8
Additional paid-in capital		71,854
Accumulated other comprehensive income		2
Accumulated deficit		(26,781	)
Total stockholders’ equity	$	45,101		$		$
Total capitalization	$	45,101		$		$

26

Each $1.00 increase or decrease in the assumed initial public offering price of $      per share would increase or decrease, as applicable, the amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit), and total capitalization by approximately $      million, assuming the aggregate number of shares offered by us, as specified on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions payable by us.

The number of our shares of common stock outstanding after this offering is based on 25,966,295 shares outstanding at March 31, 2008 and excludes:

•      3,220,924 shares of common stock issuable upon exercise of options outstanding as of March 31, 2008 at a weighted average exercise price of $1.11 per share;

•      707,500 shares of common stock issuable upon exercise of options granted after March 31, 2008 at a weighted average exercise price of $5.45 per share;

•      331,474 shares of common stock issuable upon exercise of warrants outstanding at March 31, 2008 at a weighted average exercise price of $9.62 per share; and

•                 shares of common stock reserved for future issuance under our 2008 Equity Incentive Plan. See “Management — Employee Benefit Plans” for a description of our equity plans.

27

DILUTION

Our net tangible book value as of March 31, 2008 was $44.6 million, or $5.43 per share. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the total number of shares of common stock outstanding. Our pro-forma net tangible book value as of March 31, 2008 was $      million, or $      per share. Pro-forma net tangible book value per share gives effect to the automatic conversion of all outstanding shares of preferred stock into 17,731,074 shares of common stock upon the completion of this offering.

After giving further effect to our sale of           shares of common stock in this offering at an assumed initial public offering price of $      per share, which is the mid-point of the range listed on the cover page of this prospectus, and after deducting underwriting discounts and commissions and our estimated offering expenses payable by us, our pro-forma as-adjusted net tangible book value as of March 31, 2008 would have been approximately $      million, or approximately $      per share. This amount represents an immediate increase in pro-forma net tangible book value of $      per share to our existing stockholders and an immediate dilution in pro-forma net tangible book value of approximately $      per share to new investors purchasing shares of common stock in this offering. We determine dilution by subtracting the pro-forma as-adjusted net tangible book value per share after this offering from the amount of cash that a new investor paid for one share of common stock.

The following table illustrates this dilution on a per-share basis:

Assumed initial public offering price per share			$
Net tangible book value per share as of March 31, 2008	$	5.43
Effect on net tangible book value per share of conversion of convertible preferred stock into common stock and reclassification of preferred stock warrants to common stock warrants
Pro-forma net tangible book value per share as of March 31, 2008
Increase attributable to investors purchasing shares in this offering
Pro-forma as-adjusted net tangible book value per share after this offering
Dilution per share to investors in this offering			$

A $1.00 increase (decrease) in the assumed initial public offering price of $      per share would increase (decrease) our pro-forma, as-adjusted net tangible book value as of March 31, 2008 by approximately $      million, the pro-forma as adjusted net tangible book value per share after this offering by $     and the dilution in pro-forma, as-adjusted net tangible book value to new investors in this offering by $      per share, assuming the number of shares offered by us, as specified on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and our estimated offering expenses.

If the underwriters exercise their over-allotment option in full, the pro-forma as-adjusted net tangible book value per share after this offering would be $      per share, the increase in net tangible book value per share to existing stockholders would be $      per share and the dilution to new investors purchasing shares in this offering would be $      per share.

28

On a pro-forma as-adjusted basis as of March 31, 2008, and after giving effect to the automatic conversion of all outstanding shares of preferred stock into common stock upon this offering’s completion, the following table presents the differences between the existing stockholders and the purchasers of shares in this offering at an assumed initial public offering price of $      per share, which represents the mid-point of the price range on the cover of this prospectus, with respect to the number of shares purchased from us, the total consideration paid and the average price paid per share:

	Shares Purchased				Total				Average Price
	Number	Percent			Amount	Percent			per Share
Existing stockholders				%	$			%	$
New stockholders
Totals			100	%			100	%

If the underwriters exercise their over-allotment option in full, our existing stockholders would own     % and our new investors would own     % of the total number of our shares of common stock outstanding upon this offering’s closing.

As of March 31, 2008, there were options outstanding to purchase a total of 3,220,924 shares of common stock at a weighted average exercise price of $1.11 per share. In addition, as of March 31, 2008, there were warrants outstanding to purchase 331,474 shares of common stock with a weighted average exercise price of $9.62 per share. To the extent outstanding options or warrants are exercised, there will be further dilution to new investors. We granted options to purchase 707,500 shares of common stock at a weighted average exercise price of $5.45 per share after March 31, 2008. See “Management — Employee Benefit Plans” for a description of our equity plans.

29

SELECTED CONDENSED CONSOLIDATED FINANCIAL DATA

You should read the following selected condensed consolidated historical financial data below in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Operating Results” and the consolidated financial statements, related notes, and other financial information included in this prospectus. The selected condensed consolidated financial data in this section is not intended to replace the consolidated financial statements and is qualified in its entirety by the consolidated financial statements and related notes included in this prospectus.

We derived the statements of operations data for the years ended December 31, 2005, 2006, and 2007 and the balance sheet data as of December 31, 2006, and 2007 from our audited consolidated financial statements and related notes, which are included elsewhere in this prospectus. We derived the statement of operations data for the year ended December 31, 2004 and the balance sheet data as of December 31, 2004 from our audited consolidated financial statements and related notes, which are not included in this prospectus. We derived the statement of operations data for the year ended December 31, 2003 and the balance sheet data as of December 31, 2003 from our unaudited statements of operations and balance sheets, which are not included in this prospectus. We derived the statements of operations data for the three months ended March 31, 2007 and 2008 from our unaudited consolidated financial statements and related notes, which are included elsewhere in this prospectus. Historical results for any prior period are not necessarily indicative of future results for any period.

The pro-forma basic and diluted net loss per common share data for the year ended December 31, 2007 and for the three months ended March 31, 2008, reflect the conversion of our convertible preferred stock (using the if-converted method) into common stock as though the conversion had occurred on the respective original issuance dates. See Note 2 of the notes to our consolidated financial statements for an explanation of the method used to determine the number of shares used in computing pro-forma basic and diluted net loss per common share.

	Year Ended December 31,															Three Months Ended March 31,
	2003			2004			2005			2006			2007			2007			2008
	(unaudited)															(unaudited)
	(in thousands, except per share data)
Revenue	$	1,010		$	4,418		$	4,609		$	6,693		$	14,224		$	2,975		$	4,465
Cost of operations		535			2,089			210			2,164			3,487			643			852
Depreciation and amortization of network assets		30			195			2,123			2,681			7,553			1,614			2,244
Sales and marketing expense		774			1,602			3,048			3,209			3,332			858			852
Research and development expense		561			287			650			900			506			133			125
General and administrative expense		1,779			3,136			4,285			4,763			4,995			1,073			1,148
Depreciation of property and equipment		38			106			231			298			426			73			140
Operating loss		(2,707	)		(2,997	)		(5,938	)		(7,322	)		(6,075	)		(1,419	)		(896	)
Interest income and other, net		37			0			705			922			994			190			333
Interest expense		—			(5	)		(36	)		(4	)		(196	)		(111	)		(105	)
Net loss	$	(2,670	)	$	(3,002	)	$	(5,269	)	$	(6,404	)	$	(5,277	)	$	(1,340	)	$	(668	)
Net loss per share available to common stockholders — basic and diluted	$	(0.33	)	$	(0.38	)	$	(0.72	)	$	(0.87	)	$	(0.66	)	$	(0.17	)	$	(0.08	)
Weighted average common shares outstanding		8,097			7,819			7,276			7,339			7,959			7,672			8,208
Pro-forma basic and diluted net loss per share													$	(0.23	)				$	(0.03	)
Weighted average common shares used to compute pro-forma basic and diluted net loss per share(1)														22,728						25,792

(1) The pro-forma weighted average common shares outstanding reflects the conversion of our preferred stock (using the if-converted method) into common stock as though the conversion had occurred on the original dates of issuance.

30

											As of
	As December 31,										March 31,
	2003		2004		2005		2006		2007		2008
	(unaudited)										(unaudited)
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	6,243	$	21,206	$	16,415	$	16,562	$	64,870	$	38,871
Total assets		12,345		42,481		44,818		79,541		208,437		229,323
Long-term debt		—		240		—		—		—		—
Preferred stock		12,024		32,283		35,260		35,260		68,409		75,409
Total stockholders’ equity		5,914		20,238		18,041		11,719		36,685		45,101

31

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND OPERATING RESULTS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the section entitled “Risk Factors.”

Overview

We are a leading provider of innovative wireless infrastructure solutions that enhance network coverage, capacity, and performance for wireless carriers in the United States. We provide these wireless solutions by designing, permitting, building, operating, and managing distributed antenna systems, or DAS systems. We deploy our DAS systems by attaching discrete radio-frequency equipment to existing public-right-of-way infrastructure, such as utility poles and street lights. We use DAS site to refer to each particular right-of-way location to which we attach the radio-frequency equipment. We connect our DAS sites to a wireless carrier’s network using high-capacity fiber-optic cables.

We were incorporated in 2001, and began focusing on DAS systems in 2002. Our first DAS system was deployed in 2003. Our total revenue was $4.6 million, $6.7 million, and $14.2 million in 2005, 2006, and 2007, respectively, and $4.5 million for the three months ended March 31, 2008. We generate revenue through long-term customer contracts with wireless carriers. These customer contracts are typically 10 years to 15 years (or five years for certain university-located contracts) with one or more renewal options of five years each. During 2007, our operational DAS sites increased from 554 to 1,263, while our under-construction DAS sites increased from 419 to 2,771. As of March 31, 2008, we had a total of 1,340 operational DAS sites, along with 3,022 under-construction DAS sites.

We have never been profitable. We have experienced operating losses in the past, and we expect to continue incurring operating losses. We incurred net losses of $5.3 million, $6.4 million, and $5.3 million in 2005, 2006, and 2007, respectively, and $0.7 million in the three months ended March 31, 2008. As of March 31, 2008, we had an accumulated deficit of $26.8 million.

Key Components of Our Operating Results

Revenue — Our typical customer contract involves construction of the DAS system and monthly transport services over the contract term. The construction period is generally one year. Under these customer contracts, we receive initial capital payments and payments for equipment sales during the construction period. These payments are included in deferred revenue when received, and then, upon deploying a constructed DAS system, recognized as revenue ratably over the contract term. Upon completing construction and deploying the DAS system, we receive monthly payments over the entire contract term with the monthly rates generally increasing 3% annually. The monthly payments are recognized in the period to which the payment relates. Our revenue also includes on-going maintenance fees and time-and-material maintenance fees.

Our revenue backlog consists of unrecognized revenue that we expect to recognize over the remaining term of our customer contracts. Specifically, our revenue backlog is comprised of the following: (1) deferred revenue, which is billed but unrecognized capital payments and payments for equipment sales, (2) unbilled capital payments and payments for equipment sales for which the customers are contractually obligated after we bill them, and (3) unbilled monthly payments for which the customers are contractually obligated after we bill them. As of March 31, 2008, our revenue backlog was approximately $649 million, of which approximately $168 million was recorded as deferred revenue as of March 31, 2008. Although we believe that our revenue backlog may provide an indication of the revenue that may be recognized over future periods, we cannot assure you that all of such amount will actually be recognized or as to the actual periods over which we will recognize such revenue.

32

Cost of Operations — Our cost of operations is primarily composed of cost related to fiber ownership, cost of maintaining our network assets, and, in certain circumstances, maintaining our customers’ equipment attached to our DAS-system assets, costs of network monitoring, salaries and benefits of monitoring and maintenance personnel, and allocated overhead. We allocate overhead such as rent, information-technology costs, and employee-benefit costs to all departments based on headcount. As such, general overhead expenses are reflected in each cost of operations and operating expense category.

Depreciation and Amortization of Network Assets — During the construction period, our fiber assets and deferred cost of customer equipment are included in construction-in-progress. Upon completing construction and deploying the DAS system, we depreciate and amortize those costs over the contract term. Our fiber assets are constructed for the first customer to enter into a contract with us in a particular geographic area. As we enter into contracts with other customers, who become additional tenants on existing fiber, the cost incurred and resulting depreciation of fiber assets will decrease as a percentage of revenue. Deferred cost of customer equipment is incurred for most DAS systems and, when incurred, is amortized over the customer contract term. Our depreciation and amortization of network assets also includes the amortization of intangible assets, consisting primarily of patents, which are amortized over the remaining life of the patents.

Sales and Marketing — Our sales and marketing expense primarily consists of personnel and related costs for our sales and marketing employees and executives, including wages, benefits, bonuses, commissions, marketing program costs, and allocated overhead.

Research and Development — Our research and development expense primarily consists of personnel and related costs, legal costs of patents, and allocated overhead. We expense research and development expense as incurred.

General and Administrative — Our general and administrative expense primarily consists of personnel and related costs for executive, finance, legal, regulatory, human resources, administrative personnel, professional fees, and other corporate expenses and allocated overhead.

Depreciation of Property and Equipment — We use a straight-line expensing method to depreciate property and equipment over the useful life (generally three years) of an asset of the costs of equipment, fixtures, and furniture purchased.

Income Taxes — Since inception, we have incurred annual operating losses and, accordingly, have not recorded a provision for income taxes for any of the periods presented. As of December 31, 2007, we had net operating loss carryforwards for federal and state income tax purposes of approximately $91.7 million and $76.2 million, respectively. We also had federal and state research and development tax credit carryforwards of approximately $0.2 million and $0.2 million, respectively. Realizing deferred tax assets depends upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, we have offset all of our net deferred tax assets by a valuation allowance. If not utilized, our federal net operating loss and tax credit carryforwards will begin to expire in 2022, and our state net operating losses will begin to expire in 2012. Our state tax credit carryforwards will carry forward indefinitely if not utilized. Our ability to utilize our net operating loss and tax credit carryforwards may be limited in the event an “ownership change,” as defined in Internal Revenue Code Section 382, has occurred or will occur. While we are not currently subject to an annual limitation, our federal net operating loss and tax credit carryforwards may become subject to an annual limitation if we experience an ownership change as a result of this offering or other issuances of our common stock.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and operating results are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. To prepare these consolidated financial statements, we must make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities.

33

Our accounting policies require our management to make complex and subjective judgments. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, existing contract terms, our observance of industry trends, information provided by our customers, and information available from other outside sources, as appropriate. Additionally, changes in accounting estimates are reasonably likely to occur from period to period. Both of these factors could have a material impact on the presentation of our financial condition, changes in financial condition, or operating results.

In consultation with our board, we have identified the following accounting policies that we believe are critical to understanding our financial statements: use of estimates; revenue recognition; and share-based compensation.

Use of Estimates — To prepare consolidated financial statements that conform with accounting principles generally accepted in the United States, or GAAP, our management is required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Our actual results may differ from those estimates, and such differences could be material to the accompanying consolidated financial statements. These estimates and assumptions include the collectibility of accounts receivable; recoverability of network assets and property, plant, and equipment; determination of fair value of stock awards issued and stock-based compensation; realizability of deferred income tax assets; accruals; and other factors.

Revenue Recognition — Revenue is recognized on a monthly basis over the fixed term of the customer contract. Our typical customer contract involves construction of the DAS system and monthly transport services over the contract term. The construction period is generally one year. Under the contracts, we receive initial capital payments and payments for equipment sales during the construction period. These payments are included in deferred revenue when received, and then, upon deployment of a constructed DAS system, recognized as revenue ratably over the contract term. Upon completing construction and deploying the DAS system, we receive monthly payments over the entire contract term with the monthly rates generally increasing 3% annually. The monthly payments are recognized in the period to which the payment relates. We recognize revenue for these contracts under SEC Staff Accounting Bulletin, or SAB, No. 104 and Emerging Issues Task Force, or EITF, Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. These contracts include three elements — capital payments during the construction year, equipment sales, and the monthly transport services. These elements do not qualify for treatment as separate units of accounting under EITF Issue No. 00-21 as the delivered items have no separable value on a stand-alone basis, and there is no objective evidence of fair value of the undelivered elements. Therefore, revenue under these contracts is deferred and recognized over the contractual life, which ranges from five years to 15 years. Our revenue also includes on-going maintenance and time-and-material maintenance fees, which are recognized as the services are rendered.

Stock-Based Compensation — Effective January 1, 2006, we adopted Financial Accounting Standards Board, or FASB, Statement No. 123 (revised 2004), Share-Based Payment, which requires that we measure and recognize compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values recognized over the requisite service period. Before adopting FASB Statement No. 123(R), we accounted for stock-based compensation awards issued to our employees using the intrinsic value measurement provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and we complied with the disclosure requirements of FASB Statement No. 123, Accounting for Stock-Based Compensation. We account for stock-based awards to non-employees in accordance with EITF Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services, and FASB Statement No. 123(R).

We adopted FASB Statement No. 123(R) using the prospective transition method. Under this method, we apply FASB Statement No. 123(R) to new awards and to awards modified, repurchased, or canceled on or after the January 1, 2006 adoption date. For options granted on or after January 1, 2006, and valued in accordance with FASB Statement No. 123(R), we use the straight-line method for expense attribution.

34

For options granted on or after January 1, 2006, we estimate the fair value on the grant date using the Black-Scholes option pricing model. This valuation model for stock compensation expense requires us to make assumptions and judgments about the variables used in the calculation including the expected term (weighted-average time period that the granted options are expected to be outstanding), the volatility of our common stock, an assumed risk-free interest rate, and the estimated forfeitures of unvested stock options. To the extent actual results differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. We use the simplified expected-life calculation described in SAB No. 107, as amended by SAB No. 110, and volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to our characteristics. The risk-free rate is based on the U.S. Treasury yield curve in effect on the grant date for periods corresponding with the expected life of the option. Expected forfeitures are based on our historical experience.

Income Taxes — Our consolidated financial statements reflect provisions for federal, state, and local income taxes. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets, including tax loss and credit carryforwards, and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize a tax-rate change’s effect on deferred tax assets and liabilities in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. We individually classify the components of the deferred tax assets and liabilities as current and non-current based on their characteristics. We reduce deferred tax assets by a valuation allowance when, in our management’s opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

We adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, on January 1, 2007. See Note 10 to our consolidated financial statements.

Operating Results

The following tables present our operating results for the periods indicated and as a percentage of revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

	Year Ended December 31,									Three Months Ended March 31,
	2005			2006			2007			2007			2008
										(unaudited)
	(in thousands)
Revenue	$	4,609		$	6,693		$	14,224		$	2,975		$	4,465
Cost of operations		210			2,164			3,487			643			852
Depreciation and amortization of network assets		2,123			2,681			7,553			1,614			2,244
Sales and marketing expense		3,048			3,209			3,332			858			852
Research and development expense		650			900			506			133			125
General and administrative expense		4,285			4,763			4,995			1,073			1,148
Depreciation of property and equipment		231			298			426			73			140
Operating loss		(5,938	)		(7,322	)		(6,075	)		(1,419	)		(896	)
Interest income and other, net		705			922			994			190			333
Interest expense		(36	)		(4	)		(196	)		(111	)		(105	)
Net loss	$	(5,269	)	$	(6,404	)	$	(5,277	)	$	(1,340	)	$	(668	)

35

										Three Months
	Year Ended December 31,									Ended March 31,
	2005			2006			2007			2007			2008
										(unaudited)
Revenue		100	%		100	%		100	%		100	%		100	%
Cost of operations		4			32			25			21			19
Depreciation and amortization of network assets		46			40			53			54			50
Sales and marketing expense		66			48			23			29			19
Research and development expense		14			13			4			4			3
General and administrative expense		93			71			35			36			26
Depreciation of property and equipment		5			4			3			2			3
Operating loss		(128	)		(109	)		(43	)		(47	)		(20	)
Interest income and other, net		15			14			7			6			7
Interest expense		(1	)		(0	)		(1	)		(4	)		(2	)
Net loss		(114	)%		(95	)%		(37	)%		(45	)%		(15	)%

Comparison of Three Months Ended March 31, 2008 and March 31, 2007

	Three Months Ended
	March 31,						Change
	2007			2008			$			%
	(unaudited)
	(dollars in thousands)
Revenue	$	2,975		$	4,465		$	1,490			50	%
Cost of operations		643			852			209			33
Depreciation and amortization of network assets		1,614			2,244			630			39
Sales and marketing expense		858			852			(6	)		(1	)
Research and development expense		133			125			(8	)		(6	)
General and administrative expense		1,073			1,148			75			7
Depreciation of property and equipment		73			140			67			92
Operating loss		(1,419	)		(896	)		523			(37	)
Interest income and other, net		190			333			143			75
Interest expense		(111	)		(105	)		6			(5	)
Net loss	$	(1,340	)	$	(668	)	$	672			(50	)%

Revenue.  Our revenue was $4.5 million for the three months ended March 31, 2008, as compared to $3.0 million for the three months ended March 31, 2007. This $1.5 million, or 50%, increase was due primarily to the number of revenue-generating DAS sites increasing from 899 as of March 31, 2007 to 1,340 as of March 31, 2008.

Cost of operations.  Our cost of operations was $0.9 million for the three months ended March 31, 2008, as compared to $0.7 million for the three months ended March 31, 2007. This $0.2 million, or 33%, increase was due primarily to an increase in maintenance and network monitoring costs related to the increase in revenue-generating DAS sites from March 31, 2007 to March 31, 2008.

Depreciation and amortization of network assets.  Our depreciation and amortization of network assets was $2.2 million for the three months ended March 31, 2008, as compared to $1.6 million for the three months ended March 31, 2007. This $0.6 million, or 39%, increase was due to an increase in aggregate

36

deployed DAS-system assets of $29.9 million to $91.4 million at March 31, 2008, from $61.5 million at March 31, 2007.

Sales and marketing.  Our sales and marketing expense was $0.9 million for the three months ended March 31, 2008 and March 31, 2007. We expect sales and marketing expense to increase in future periods as we add personnel and expand our sales and marketing efforts.

Research and development.  Our research and development expense was $0.1 million for the three months ended March 31, 2008 and 2007. These costs include personnel costs and legal costs related to patent development and protection. We expect these costs to increase as we devote more personnel to research and development activities. The costs related to engineering personnel who are involved in pre-sales DAS-system design are included in sales and marketing expense, and the costs of engineers who are involved in implementing new DAS-system projects are capitalized as construction-in-process.

General and administrative expense.  Our general and administrative expense was $1.2 million for the three months ended March 31, 2008, as compared to $1.1 million for the three months ended March 31, 2007. This increase of $0.1 million was due primarily to a $0.2 million increase in employee compensation and related costs. In addition, consulting, travel, bad debt, and other miscellaneous expenses increased by $0.3 million. These costs were offset by decreases in legal, audit, and tax preparation fees of $0.4 million. We expect general and administrative expense to increase in future periods as we add personnel to the finance and regulatory departments. In addition, we expect general and administrative expense to increase as we expand our business and incur additional costs associated with being a public company, including higher legal, insurance, and financial reporting expenses, and additional costs to achieve and maintain compliance with Section 404 of the Sarbanes-Oxley Act of 2002. We will be required to comply with Section 404 for the year ended December 31, 2009.

Depreciation of property and equipment.  Our depreciation expense was $0.1 million for the three months ended March 31, 2008 and March 31, 2007.

Interest income and other, net.  Our interest income and other, net was $0.3 million for the three months ended March 31, 2008, as compared to $0.2 million for the three months ended March 31, 2007. This $0.1 million increase was primarily due to an increase in our average cash balance, which increased $29.5 million from $14.5 in the three months ended March 31, 2007 to $44.0 million in the three months ended March 31, 2008, partially offset by our average annual interest rate decreasing from 5.2% to 3.0% for the same period.

Interest expense.  Our interest expense was $0.1 million for the three months ended March 31, 2008 and 2007. This was mainly due to the amortized costs of warrants issued in 2008 and interest on our credit line in 2007 that was paid down in early January 2008 and replaced with a new credit line. No amounts have been drawn on the new credit line as of March 31, 2008.

37

Comparison of the Years Ended December 31, 2007 and December 31, 2006

	Year Ended December 31,						Change
	2006			2007			$			%
	(dollars in thousands)
Revenue	$	6,693		$	14,224		$	7,531			113	%
Cost of operations		2,164			3,487			1,323			61
Depreciation and amortization of network assets		2,681			7,553			4,872			182
Sales and marketing expense		3,209			3,332			123			4
Research and development expense		900			506			(394	)		(44	)
General and administrative expense		4,763			4,995			232			5
Depreciation of property and equipment		298			426			128			43
Operating loss		(7,322	)		(6,075	)		1,247			(17	)
Interest income and other, net		922			994			72			8
Interest expense		(4	)		(196	)		(192	)		4,800
Net loss	$	(6,404	)	$	(5,277	)	$	1,127			(18	)%

Revenue.  Our revenue was $14.2 million for the year ended December 31, 2007, as compared to $6.7 million for the year ended December 31, 2006. This $7.5 million, or 113% increase, was due primarily to the number of revenue-generating DAS sites increasing from 554 as of December 31, 2006 to 1,263 as of December 31, 2007, which resulted in an increase in revenue of $8.7 million. The $8.7 million increase was partially offset by the absence of $1.2 million in revenue recognized in 2006, which related to a contract where we and a customer agreed to end a particular DAS-system project.

Cost of operations.  Our cost of operations was $3.5 million in the year ended December 31, 2007, as compared to $2.2 million for the year ended December 31, 2006. This $1.3 million, or 61%, increase was a result of the 2007 expansion of our DAS systems, leading to increased costs of fiber ownership, maintenance and network monitoring of $2.2 million in 2007. This was partially offset by $0.9 million of costs that were recognized in 2006 related to the ended DAS-system project described above.

Depreciation and amortization of network assets.  Our depreciation and amortization of network assets was $7.6 million for the year ended December 31, 2007, as compared to $2.7 million for the year ended December 31, 2007. This $4.9 million, or 182%, increase was due to an increase in aggregate deployed DAS-system assets of $36.5 million from $50.5 million at December 31, 2006 to $87.2 million at December 31, 2007. Our amortization of intangible assets was $0.3 million for the years ended December 31, 2007 and 2006.

Sales and marketing expense.  Our sales and marketing expense was $3.3 million in the year ended December 31, 2007, as compared to $3.2 million in the year ended December 31, 2006. This $0.1 million increase was primarily due to a $0.4 million increase in outside consulting fees and other related expenses, offset by a $0.3 million decrease in employee compensation and related costs and travel.

Research and development expense.  Our research and development expense was $0.5 million in the year ended December 31, 2007, as compared to $0.9 million in the year ended December 31, 2006. This $0.4 million decrease was due primarily to a re-deployment of related personnel to operational departments of $0.2 million and legal and other related costs for patent development and protection of $0.2 million.

General and administrative expense.  Our general and administrative expense was $5.0 million in the year ended December 31, 2007, as compared to $4.8 million in the year ended December 31, 2006. This $0.2 million increase was primarily due to increased professional fee expenses of $0.5 million, an increase in other related costs of $0.2 million, partially offset by decreased employee compensation and related costs of $0.5 million.

38

Depreciation of property and equipment.  Our depreciation expense was $0.4 million in the year ended December 31, 2007, as compared to $0.3 million in the year ended December 31, 2006. This $0.1 million increase was due to an increase in capital expenditures for depreciable property, plant, and equipment of $0.8 million from $0.2 million in 2006 to $1.0 million in 2007.

Interest income and other, net.  Our interest income and other, net was $1.0 million in the year ended December 31, 2007, as compared to $0.9 million in the year ended December 31, 2006. This $0.1 million increase was primarily due to an increase in our average cash balance, which increased $7.2 million from $19.0 million in the year ended December 31, 2006 to $26.2 million in the year ended December 31, 2007, while our average interest rate decreased from 4.9% to 3.8% for the same period.

Interest expense.  Our interest expense was $0.2 million, net of capitalized interest of $0.6 million in the year ended December 31, 2007 as compared to zero in the year ended December 31, 2006. This $0.2 million increase was due to an increase in borrowings of $10.0 million in February 2007.

Comparison of the Years Ended December 31, 2006 and December 31, 2005

	Year Ended December 31,						Change
	2005			2006			$			%
	(dollars in thousands)
Revenue	$	4,609		$	6,693		$	2,084			45	%
Cost of operations		210			2,164			1,954			930
Depreciation and amortization of network assets		2,123			2,681			558			26
Sales and marketing expense		3,048			3,209			161			5
Research and development expense		650			900			250			38
General and administrative expense		4,285			4,763			478			11
Depreciation of property and equipment		231			298			67			29
Operating loss		(5,938	)		(7,322	)		(1,384	)		23
Interest income and other, net		705			922			217			31
Interest expense		(36	)		(4	)		32			(89	)
Net loss	$	(5,269	)	$	(6,404	)	$	(1,135	)		22	%

Revenue.  Our revenue was $6.7 million in the year ended December 31, 2006, as compared to $4.6 million in the year ended December 31, 2005. This $2.1 million, or 45%, increase in revenue consisted of $0.9 million from deployed DAS sites and $1.2 million related to a contract where we and a customer agreed to end a particular DAS-system project. The number of revenue-generating DAS sites increasing from 191 as of December 31, 2005 to 554 as of December 31, 2006, of which more than 300 resulted in minimal revenue in 2006 as they were deployed in December of that year.

Cost of operations.  Our cost of operations was $2.2 million in the year ended December 31, 2006, as compared to $0.2 million in the year ended December 31, 2005. This $2.0 million, or 930%, increase was primarily due to increased costs of fiber ownership and maintenance of $1.1 million in 2006 coupled with costs of $0.9 million related to our agreement to end a particular DAS-system project, which allowed us to recognize the related cost of operations in 2006.

Depreciation and amortization of network assets.  Our depreciation and amortization of network assets was $2.7 million in the year ended December 31, 2006, as compared to $2.1 million in the year ended December 31, 2005. This $0.6 million, or 26%, increase was due to an increase in aggregate deployed DAS-system assets of $29.9 million from $20.6 million at December 31, 2005 to $50.5 million at December 31, 2006. Our amortization of the intangible assets was $0.3 million for the years ended December 31, 2006 and 2005.

39

Sales and marketing expense.  Our sales and marketing expense was $3.2 million in the year ended December 31, 2006, as compared to $3.0 million in the year ended December 31, 2005. This $0.2 million increase was primarily due to an increase of $0.3 million in compensation and related costs offset by a $0.1 million decrease in pre-sales engineering personnel who were re-deployed to DAS-system implementation efforts.

Research and development expense.  Our research and development expense was $0.9 million in the year ended December 31, 2006, as compared to $0.7 million in the year ended December 31, 2005. This $0.2 million increase was due primarily to an increase in overhead allocations from reassigned pre-sales engineering personnel who were re-deployed to DAS-system implementation efforts.

General and administrative expense.  Our general and administrative expense was $4.8 million in the year ended December 31, 2006, as compared to $4.3 million in the year ended December 31, 2005. This $0.5 million increase was primarily due to increased professional fee expenses of $0.2 million and an increase in employee compensation and related costs of $0.3 million due to an increase in personnel.

Depreciation of property and equipment.  Our depreciation expense was $0.3 million in the year ended December 31, 2006, as compared to $0.2 million in the year ended December 31, 2005. This $0.1 million increase was due to additional capital expenditures for depreciable property, plant, and equipment of $0.2 million in 2006.

Interest income and other, net.  Our interest income and other, net was $0.9 million in the year ended December 31, 2006, as compared to $0.7 million in the year ended December 31, 2005. This $0.2 million increase was primarily due to an increase in our average interest rate, from 3.0% in the year ended December 31, 2005 to 4.9% in the year ended December 31, 2006, partially offset by a decrease in our average cash balance, which decreased by $4.5 million from $23.5 million to $19.0 million in the same periods.

Interest expense.  Our interest expense was nominal in 2005 and 2006.

Liquidity and Capital Resources

Since inception, our activities have consisted principally of developing, deploying, and operating our DAS systems and entering into commercial agreements with wireless operators. To date, we have financed our operations primarily through private placements of preferred equity securities as described below and a revolving credit line. As of December 31, 2007 and March 31, 2008, we had $64.9 million and $38.9 million of cash and cash equivalents, respectively, and $44.9 million and $46.4 million of working capital, excluding deferred revenue, respectively. Our restricted cash, which consists of a deposit underlying a letter of credit, is included in short-term assets, and was $10,000 at December 31, 2007 and $0.3 million at March 31, 2008. As of March 31, 2008, we had an accumulated deficit of $26.8 million. We have funded this deficit primarily through $75.4 million in net proceeds raised from selling our capital stock.

40

Cash Flows for Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007

The following table presents a summary of our cash flows and beginning and ending cash balances for the three months ended March 31, 2007 and 2008:

	Three Months Ended March 31,
	2007			2008
	(unaudited)
	(in thousands)
Cash provided by operating activities	$	4,600		$	13,864
Cash used in investing activities		(19,224	)		(33,642	)
Cash provided by (used in) financing activities		10,120			(6,221	)
Net decrease in cash and cash equivalents		(4,504	)		(25,999	)
Cash and cash equivalents at beginning of period		16,562			64,870
Cash and cash equivalents at end of period	$	12,058		$	38,871

Cash Flows from Operating Activities.  Cash provided by operating activities was $13.9 million for the three months ended March 31, 2008 compared to $4.6 million cash provided by operating activities in the three months ended March 31, 2007. The increase was primarily due to an increase of $20.1 million in deferred revenue, partially offset by an increase of $11.2 million in accounts receivable and a reduction of $1.8 million in accounts payable. The increases in accounts receivable and deferred revenue were due to an increase in contracts in deployment and deferral of related revenue. The decrease in accounts payable was due to timing of payments for equipment purchases and construction activities for our DAS sites.

Cash Flows from Investing Activities.  Cash used in investing activities was $33.6 million the three months ended March 31, 2008, as compared $19.2 million in the three months ended March 31, 2007, resulting in an increase in cash used in investing activities of $14.4 million. The increase in cash used in investing activities was mainly caused by a $14.0 million higher use of cash for DAS-system construction under wireless operator contracts in the first three months of 2008, as compared to the three months ended March 31, 2007. Our sales of short-term investments, net of purchases, increased by $0.1 million to $1.0 million in the in the three months ended March 31, 2008 from $0.9 million in the three months ended March 31, 2007.

Cash Flows from Financing Activities.  Cash used in financing activities was $(6.2) million for the three months ended March 31, 2008, a decrease of $16.3 million from $10.1 million of cash provided by in the three months ended March 31, 2007. This decrease was primarily due to the bank loan of $10.0 million that generated cash in 2007 and paid down in January 2008. In addition, we received $7.0 million related to our Series C preferred stock issuances and paid $3.2 million in common stock dividends in the three months ended March 31, 2008.

41

Cash Flows for Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

The following table presents a summary of our cash flows and beginning and ending cash balances for the years ended December 31, 2007 and 2006:

	Year Ended December 31,
	2006			2007
	(in thousands)
Cash provided by operating activities	$	31,221		$	82,149
Cash used in investing activities		(31,106	)		(77,196	)
Cash provided by financing activities		32			43,355
Net increase in cash and cash equivalents		147			48,308
Cash and cash equivalents at beginning of period		16,415			16,562
Cash and cash equivalents at end of period	$	16,562		$	64,870

Cash Flows from Operating Activities.  Cash provided by operating activities increased $51.0 million to $82.2 million in 2007 from $31.2 million in 2006. The increase in net cash provided by operating activities was due primarily to an increase in deferred revenue of $42.9 million, an increase in depreciation and amortization of $5.0 million and increases in accounts payable and other current liabilities of $3.1 million. These increases were partially offset by increases in accounts receivable. The increase in accounts receivable and deferred revenue was due to increased customer contracts invoicing and deferral of such revenue. The increase in accounts payable was due to an increase in equipment purchases and construction costs for our DAS sites. The increase in other noncurrent liabilities was due to an increase in accrued expenses related to accrued sales taxes and accrued network costs for our DAS sites.

Cash Flows from Investing Activities.  Net cash used in investing activities increased by $46.1 million to $77.2 million in 2007 from $31.1 million in 2006. This increase in cash used in investing activities was primarily due to a $41.0 million higher use of cash for additions to construction in progress and network assets related to wireless operator contracts from 2006 to 2007. Sales of short-term investments, net of purchases, decreased by $4.4 million to cash used of $0.6 million in 2007 from cash provided by short term investments of $3.8 million in 2006.

Cash Flows from Financing Activities.  Net cash provided by financing activities was $43.4 million in 2007 as compared to a negligble amount in 2006. In 2007, we received $33.2 million of net proceeds from the issuance of Series C preferred stock, $10.0 million of proceeds from a revolving line of credit, and $0.2 million of proceeds from the exercise of stock options.

Credit Facilities

In November 2005, we entered into a $15.0 million revolving credit line, which was secured by substantially all of our assets. In February 2007, we borrowed $10.0 million against this credit line, which was repayable in November 2008. All additional draws against this credit line were subject to certain conditions, including restrictions on how we use the proceeds. In January 2008, we repaid the loan amount and canceled the credit line.

In January 2008, we entered into a credit line with United Commercial Bank and EastWest Bank, comprised of a $10.0 million revolving loan to secure letters of credit and bond deposits that are required by various municipalities and utilities and a $50.0 million term loan. The term loan bears interest at the prime rate plus 0.50% and the revolving loan bears interest at the prime rate minus 0.25%. Upon consummation of this offering, the applicable interest rate on the term loan will be reduced by 0.50%. As collateral for the credit line, we granted United Commercial Bank and EastWest Bank a first priority security interest in all of our intellectual property as well as all shares of our subsidiaries. Our current credit line places several restrictions on our business operations, including restrictions on our ability to: (1) sell parts of our business; (2) enter into a transaction that would result in a control change; (3) merge with or acquire other companies; (4) assume additional indebtedness; (5) pay dividends; and (6) enter into material transactions with our affiliates. In addition, we are required to maintain certain financial ratios: a quick ratio of at least 1.00 to 1.00,

42

an adjusted debt ratio not greater than 4.50 to 1.00, and a fixed asset ratio not greater than 1.50 to 1.00. Our ability to draw on the term loan and revolving loan facilities expires in December 2008 and January 2010, respectively. If we draw on the term loan facility, the borrowed amounts must be repaid in 48 installments commencing in January 2009.

In connection with the January 2008 credit line, the Company issued warrants to purchase 225,921 shares of Series C convertible preferred stock at an exercise price of $13.279 per share. The warrants are fully vested and expire in January 2015. The warrants were valued based on the Black-Scholes option pricing model using the following assumptions: risk-free interest rate 2.75%, contractual life of 7 years, volatility of 53%, and no dividend yield. The fair value of these warrants of $1.7 million was recognized as a deferred financing cost and is being amortized to interest expense over the term of the facility. We recorded interest expense related to these warrants of $0.1 million in the three months ended March 31, 2008. The unamortized balance of the deferred cost is $1.6 million as of March 31, 2008. Future amortization of this deferred cost will be $0.3 million for the nine months ended December 31, 2008, $0.4 million in 2009, $0.3 million in 2010, $0.3 million in 2011 and $0.3 million in 2012. If there is no draw down from the term loan facility as of December 31, 2008, the remaining unamortized deferred financing cost of $1.1 million will be expensed immediately.

As of March 31, 2008, we have utilized $6.7 million of the revolving loan as collateral for completion bonds issued to municipalities and utilities in conjunction with DAS systems. As of March 31, 2008, we have not borrowed under the term loan. We do not have any indebtedness other than the credit line with United Commercial Bank and EastWest Bank.

Future Liquidity Requirements

We believe that our existing cash, cash equivalents, and marketable securities, together with the net proceeds to us from this offering and the incremental cash provided by our new credit line, will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months. Our future capital requirements will depend on many factors, including the extent of our DAS-system deployments, our ability to secure more commercial agreements with wireless operators, new features or services introductions, infrastructure investments, acquiring other companies, or any combination of the foregoing. To the extent that our existing cash, cash equivalents, marketable securities, the net proceeds to us from this offering and the incremental cash provided by our new credit-line facility are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. Additional funds may not be available on terms favorable to us, or at all.

Contractual Obligations

The contractual obligations presented in the table below represent our estimates of future payments under fixed contractual obligations and commitments as of March 31, 2008.

	Payments Due by Period
			Less Than						More Than
	Total		1 Year		1-3 Years		3-5 Years		5 Years
	(in thousands)
Operating lease obligations(1)	$	780	$	533	$	247		—		—
Purchase obligations(2)		43,027		43,027		—		—		—
Total	$	43,807	$	43,560	$	247		—		—

(1)	Represents operating leases that expire over various terms for office space.
(2)	Primarily represents unconditional purchase order commitments for DAS-system equipment.

We have adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109. At March 31, 2008, we had a liability for unrecognized tax benefits of $0.2 million. Due to the uncertainties related to the underlying tax items, we are unable to make a reasonably reliable estimate if and when a taxing authority might require a cash settlement. Settling such amounts could require us to use working capital. Accordingly, such amounts have been excluded from the table above.

43

Stock-Based Compensation

The following table sets forth information regarding our stock option grants during 2006 and 2007 and the first three months of 2008:

	Number of				Fair Value Per
	Shares				Underlying		Fair Value Per
	Underlying		Exercise Price		Share as of		Option as of
Option Grant Dates	Options		Per Share ($)		Grant Date ($)		Grant Date ($)
January 5, 2006		180,000		0.60		0.60		0.37
March 29, 2006		101,000		0.60		0.60		0.37
May 31, 2006		200,000		0.60		0.60		0.37
July 26, 2006		60,000		0.60		0.60		0.38
September 20, 2006		5,000		0.60		0.60		0.37
November 15, 2006		25,000		0.60		0.60		0.38
January 10, 2007		10,000		0.60		0.60		0.35
March 8, 2007		55,000		0.60		0.60		0.35
April 18, 2007		625,000		0.79		0.79		0.46
May 30, 2007		43,500		0.79		0.79		0.46
August 7, 2007		526,500		0.79		4.35		3.80
September 12, 2007		22,500		2.78		4.35		2.91
November 15, 2007		142,500		2.78		4.35		2.87
January 22, 2008		255,500		5.45		5.45		2.91
March 12, 2008		6,000		5.45		5.45		2.78

Prior to January 1, 2006, we accounted for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and determined the fair value of our options at the grant date using the minimum value method.

At this time, we were at a very early stage in our development and in the execution of our business strategy. Our revenue for 2005 was $4.6 million, up less than 5% from 2004, the number of our active DAS sites was less than 200, and our accumulated deficit at December 31, 2005 was $14.4 million. During this period, we determined the deemed fair value per share of common stock for option grant purposes, primarily based on a discount to the most recent price of which we had sold preferred stock. We also considered a number of factors affecting the fair value of our common stock specifically, including the presence and magnitude of the aggregate liquidation and participation preferences of our preferred stock outstanding during these times. These preferences totaled $36.7 million at December 31, 2005. In addition, we discounted the deemed value to reflect the non-marketability of our common stock, and we assigned no probability to a prospective initial public offering. Although such an offering would both provide a market for the common stock and likely cause the automatic conversion of our preferred stock and consequent elimination of its overhanging liquidation preferences, our board believed the likelihood of such an event was remote for the foreseeable future at that time. Based upon these factors, we determined that the deemed fair value per share of our common stock was significantly less than the $2.96 price at which we had most recently sold preferred stock in July 2004 and February 2005, and for much of these periods and into fiscal 2007, ascribed a $0.60 per share fair value for common stock.

Effective January 1, 2006, we adopted the fair value recognition provisions of FASB Statement No. 123(R). We adopted FASB Statement No. 123(R) using the prospective transition method, which requires us to apply its provisions only to stock-based awards granted, modified, repurchased, or cancelled on or after the adoption date. For grants on or after the adoption date, we selected the Black-Scholes option pricing model as the most appropriate method for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of highly subjective and complex assumptions to determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. The value of the portion of the award that is ultimately expected to vest is recognized as an expense

44

over the requisite vesting period on a straight-line basis in our consolidated statements of operations, reduced for estimated forfeitures. FASB Statement No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

In determining the fair value per share of our common stock for purposes of FASB Statement No. 123(R), we consider a variety of objective and subjective factors, including:

•  estimates of enterprise value based on a review of relevant company, industry and market factors, including comparisons of multiples of operating results metrics for comparable publicly traded companies;

•  our then-current financial condition and historical results of operations for recent periods;

•  forecasts of our future financial results;

•  forecasts of market events in and conditions affecting the wireless communications industry in general and our business and markets in particular;

•  the status of strategic initiatives to increase the target market for our products;

•  the prices at which our preferred stock had been sold to outside investors in arms’-length transactions;

•  the rights, preferences and privileges of our outstanding preferred stock in comparison to those of our common stock, with particular focus, as before, on the aggregate liquidation preferences of the preferred stock;

•  the fact that the shares of common stock underlying the option grants continued to be illiquid securities in a private company; and

•  the likelihood of achieving a liquidity event for our common stock, such as an initial public offering or sale of the company, in light of prevailing market conditions and our relative financial condition at the time.

In addition to the foregoing, in connection with some of the significant option grants since January 1, 2006, we conducted a more rigorous valuation analyses as of and contemporaneously with March 31, 2006, April 18, 2007, August 31, 2007, and January 22, 2008. These analyses used a combination of methods to estimate our enterprise value at each such date, including:

•  A discounted cash flow model, which derives our enterprise value based on our projected future net free cash flows, discounted at an appropriate risk-adjusted rate of return for the time value of money and risks associated with our business and achieving our financial forecasts;

•  A comparative analysis of publicly traded companies, which values minority interest shares in a private company by comparing the private companies operating results metrics to those of comparable publicly traded companies to determine appropriate multiples to apply to our financial measures and then discount them for the lack of marketability for the private company shares; and

•  A comparative transaction method, which derives indications of fair value from the multiples of operating results metrics represented by purchase prices in recent mergers and acquisitions of target companies operating in the wireless communications industries.

As a basis for each such method, we prepared financial forecasts for each valuation date based on assumed revenue growth rates that took into account our past experiences and operating results and our expectations of future performance at that time. The analyses also considered the then-current lack of liquidity for shares of our common stock, as well as the probabilities and possible timing of potential liquidity events, including an initial public offering, based on then-current plans and estimates by our board and management.

For grant dates not close in time to the dates of these more rigorous analyses, our board determined the fair value of our common stock primarily through consideration of the other factors set forth above, as well as any subsequent significant events or changes in our business, markets and the wireless communication

45

industries generally that would affect our enterprise value or the deemed fair value of our common stock, or otherwise make it inappropriate to continue to give weight to the most recent valuation analysis.

As to specific option grants and valuation determinations, from January 1, 2006 through March 31, 2008, the deemed fair value per share of our common stock increased from $0.60 to $5.45. This increase is generally attributable to the continued growth of our company, business and prospects during this period. In addition, the following factors and events influenced the board’s fair value determinations and our stock-based compensation expense.

•  Prior to the quarter ended June 30, 2007, conditions in our business and markets had remained relatively stable, without significant negative events that our board believed detracted from our estimated enterprise valuation.

•  In the quarter ended June 30, 2007, we signed a customer contract that resulted in orders for 2,000 DAS sites to be built and deployed over the following 18 months. At that time, we had only approximately 1,000 operational DAS sites. During the succeeding quarter, we evaluated the effect on our enterprise valuation of both the receipt of these DAS site orders and the activities and efforts necessary to complete their construction and deployment. Given both the potential benefits and the potential challenges from this contract, our board determined at that time that no change in the fair value of our common stock was warranted.

•  In connection with the preparation of our financial statement for the year ended December 31, 2007, and with the benefit of hindsight and more complete analyses of events in our business that occurred in the second half of 2007, as well as the results of the August 31, 2007 numerical valuation analysis, we examined the contemporaneous fair value determinations for the most recent previous option grants. As a result of this examination, we determined to record additional compensation expense for GAAP purposes for the options granted during the latter half of 2007 reflecting the difference between the contemporaneously determined fair values and $4.35 per share.

•  In the quarter ended December 31, 2007, we sold approximately 2.5 million shares of our Series C preferred stock at $13.279 per share for net proceeds of $33.1 million. In the subsequent quarter, we entered into a $60.0 million credit facility. The enterprise value implied by the preferred stock financing, along with the additional capital resources provide by the financing and the credit facility, caused us to increase the deemed fair value of our common stock to $5.45 per share.

•  Throughout this period, as during the period prior to January 1, 2006, the board considered the preferential rights of all series of our outstanding preferred stock, which are convertible into common stock on a one-for-one basis at the option of the holder or automatically upon the closing of an initial public offering meeting certain criteria.

•  Generally, as our estimated enterprise value has increase, our board has progressively decreased the weighting given to the rights and preferences of our preferred stock in the determination of the fair value of our common stock.

Recent Accounting Pronouncements

In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business Combinations and FASB Statement No. 160, Noncontrolling Interest in Consolidated Financial Statements — an amendment of ARB No. 51. FASB Statement No. 141(R) will change how business acquisitions are accounted for and will impact financial statements both on the acquisition date and in subsequent periods. FASB Statement No. 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. FASB Statement No. 141(R) and FASB Statement No. 160 are effective for us beginning January 1, 2009. Early adoption is not permitted. We are evaluating the impact of FASB Statement No. 141(R) and FASB Statement No. 160 on our consolidated financial statements.

46

In April 2008, the FASB issued FASB Staff Position, or FSP, No. FAS 142-3, Determination of the Useful Life of Intangible Assets. FSP No. FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. FSP No. FAS 142-3 is effective for fiscal years beginning after December 15, 2008. We are currently assessing the impact that FSP No. FAS 142-3 will have on our results of operations, financial position, or cash flows.

On May 9, 2008, the FASB issued FASB Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. FASB Statement No 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with GAAP for nongovernmental entities. FASB Statement No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. Any effect of applying the provisions of FASB Statement No. 162 is to be reported as a change in accounting principle in accordance with FASB Statement No. 154, Accounting Changes and Error Corrections. We will adopt FASB Statement No. 162 once it is effective and is currently evaluating the effect that the adoption will have on its condensed consolidated financial statements.

Quantitative and Qualitative Disclosures about Market Risk

Interest-Rate Risk

Our primary interest-rate risk is associated with our revolving credit line. We have no outstanding balance on our revolving credit line at March 31, 2008. The revolving loan carries an interest rate equal to the prime rate minus 0.25%, and term loan carries an interest rate equal to the prime rate plus 0.50%.

We have short-term investments that are subject to interest-rate risk that may impact the return on those investments. We do not expect our operating results, financial condition, or cash flows to be materially affected by changes in market interest rates.

Fair Value of Financial Instruments

We do not have material exposure to market risk with respect to investments, as our investments consist primarily of highly-liquid investments purchased with a remaining maturity of three months or less. We do not use derivative financial instruments for speculative or trading purposes.

47

BUSINESS

Overview

We are a leading provider of innovative wireless infrastructure solutions that enhance network coverage, capacity, and performance for wireless carriers in the United States. We provide these wireless solutions by designing, permitting, building, operating, and managing distributed antenna systems, or DAS systems. We deploy our DAS systems by attaching discrete radio-frequency equipment to existing public-right-of-way infrastructure, such as utility poles and street lights. We use the term DAS site to refer to each particular right-of-way location to which we attach the radio-frequency equipment. We connect our DAS sites to a wireless carrier’s network using our high-capacity fiber-optic cables. We have legally-enforceable rights under the Telecommunications Act of 1996 to attach fiber and equipment to our DAS sites on fair, reasonable, and non-discriminatory terms in 31 states. We effectively deploy our DAS systems in areas where zoning restrictions, space constraints, local community resistance, or topographic barriers might otherwise delay, restrict, or prevent building or expanding traditional wireless sites, such as towers and rooftop sites. In these areas, we can precisely, quickly, and uniformly deploy our DAS sites to improve network coverage, capacity, and performance for our wireless carrier customers, and thereby provide a more compelling solution than traditional wireless sites.

We generate revenue through our long-term customer contracts, typically with 10-year to 15-year terms, with wireless carriers, including AT&T Mobility, Cricket/Leap Wireless, MetroPCS Wireless, Sprint-Nextel, and Verizon Wireless. Under these contracts, we receive initial payments and, for each operational DAS site, monthly payments over the entire contract term. We use the initial payments to partially pay for our DAS-system deployments. With monthly payments and long-term customer contracts, our business has been characterized by predictable revenue and operating cash flows. In 2007, we generated total revenue of $14.2 million, representing an increase of 113% from our 2006 total revenue of $6.7 million. During 2007, our operational DAS sites increased from 554 to 1,263, while our under-construction DAS sites increased from 419 to 2,771. As of March 31, 2008, we had a total of 1,340 operational DAS sites, along with 3,022 under-construction DAS sites. As of March 31, 2008, our revenue backlog, which we define as unrecognized revenue that we expect to recognize over the remaining term of our customer contracts, was approximately $645 million. Although we believe that our revenue backlog may provide an indication of the revenue that may be recognized over future periods, we cannot assure you that all of such amount will actually be recognized or as to the actual periods over which we will recognize such revenue.

DAS Market

Over the past several years, both wireless subscribers and wireless capacity demand have grown substantially in the United States. According to the CTIA — The Wireless Association, a non-profit membership organization of wireless industry companies, the 109.5 million total U.S. wireless subscribers in December 2000 grew to 255.4 million by December 2007, which represents an approximately 13% compound annual growth rate. During that same time period, bandwidth demand, as measured by voice-minutes-of-use or MOUs, increased from 533.8 billion MOUs to 2.1 trillion MOUs, which represents an approximately 22% compound annual growth rate. Similarly, annualized wireless data revenues increased from approximately $211 million in 2000 to approximately $23 billion in 2007, which represents a more than 95% compound annual growth rate. Historically, traditional wireless sites, primarily wireless tower sites, have provided the coverage and capacity infrastructure to support this substantial wireless demand growth. For example, from 2000 to 2007, the total number of traditional U.S. wireless sites increased by an approximately 11% compounded annual growth rate — from 104,288 to 213,299 traditional wireless sites.

We expect demand for wireless services and capacity to continue to grow. In its March 2008 report, International Data Corporation, or IDC, an independent market research firm, predicts that total U.S. wireless subscribers will grow from 256 million in 2007 to 320.2 million by 2012, representing a 4.6% compound annual growth rate. IDC also forecasts that total United States wireless service revenue will grow from $152 billion in 2007 to $185 billion in 2012, representing a 4.0% compound annual growth rate. IDC expects that increased individual wireless subscriber usage, along with aggregate increases in wireless subscriber

48

numbers, will drive this growth. IDC also predicts that, by 2012, wireless data revenues will grow to nearly $50 billion, representing about 15% compound annual growth rate, due to increasing demand for wireless messaging, data, music, and video applications, which will be partly facilitated by new 3G and 4G network deployments.

We expect that wireless carriers will be required to satisfy these demand increases by building substantial numbers of new wireless sites. In addition, wireless carriers invested $33 billion in the recently concluded wireless spectrum Auction 66 and Auction 73 conducted by the Federal Communications Commission, or FCC. The FCC requires the auction winners to commit to a wireless deployment schedule, which we expect will require new wireless network infrastructure capability and capacity. We intend to actively pursue these opportunities for our DAS systems.

Competitive Strengths and Benefits of Our DAS Systems

Since our inception seven years ago, we have focused entirely on developing and refining complex DAS-site design, implementation, and operation techniques. We believe that we have the most industry experience in DAS systems. Our expertise in deploying our DAS systems offers meaningful benefits and advantages to wireless carriers who want to deploy new networks or to improve existing network coverage, capacity, and performance. Our DAS systems provide our customers with the following benefits:

Coverage in Areas that Cannot Be Accessed through Traditional Wireless Sites.  Many of the most desirable traditional wireless sites are fully occupied by existing wireless carrier tenants. In addition, many areas that are affected by poor wireless coverage, capacity, or performance are difficult or impossible to access by traditional wireless sites due to zoning restrictions for, the space required for, or the high cost associated with constructing wireless towers and rooftop sites in these areas. The widespread availability of utility poles and street lights and our ability to obtain public right-of-way access allow our DAS sites to overcome the zoning, cost and scarce-availability issues usually associated with building traditional tower and rooftop sites.

Faster Time-To-Market.  We can accelerate our customers’ network deployment times relative to traditional wireless sites due to: (1) our operating subsidiaries’ legally-enforceable rights as competitive local-exchange carriers under the Telecommunications Act, which allows us to access public rights-of-way infrastructure without the time constraints and complexity of satisfying challenging zoning requirements; (2) our hundreds of existing contractual agreements with various municipalities and utilities for access to public rights-of-way; and (3) our existing installed base of high-capacity fiber-optic cable in multiple metropolitan areas, including nine of the top ten metropolitan statistical areas in the United States. In areas where we have a pre-existing installed DAS system, we can deploy additional DAS systems and add additional carriers even more quickly and efficiently.

Increased Spectrum Efficiency.  Wireless carriers serve their customers using a fixed allocation of spectrum licensed from the FCC and by re-using that spectrum in multiple geographic areas. Wireless carriers that are spectrum-constrained, particularly in densely-populated metropolitan areas, traditionally have dealt with this limitation by increasing the number of wireless sites in a given geographic area, and by decreasing the height of those wireless sites to reduce interference among the sites. This approach substantially increases their overall cost and deployment time. Our DAS systems can provide a more effective alternative to traditional wireless sites due to the height and density of public-rights-of-way infrastructure, which allows wireless carriers to more efficiently utilize their spectrum assets.

Uniform and Precise Coverage.  We design and deploy DAS systems that use the widespread availability of utility poles and street lights to uniformly cover an entire area with no coverage gaps. This provides our wireless carrier customers uniform network coverage, capacity, and performance that is not always possible using traditional wireless sites, such as towers and rooftops. In addition, wireless carriers can deploy a DAS system to precisely target an area within the carrier’s network that is currently experiencing coverage gaps or is subject to capacity constraints. High

49

demand for wireless services often occurs in geographic areas that have buildings, terrain, and other physical obstructions, which can significantly degrade or restrict coverage provided by traditional wireless sites. Our DAS systems can be deployed precisely where they are needed to work around these topographic barriers.

Our Strategy

We intend to maximize sustainable long-term growth in stockholder value by pursuing the following strategies:

Increase Business From Existing Customers And Seek New Customer Relationships.  We currently have relationships with the following five national wireless carriers: AT&T Mobility, Cricket/Leap Wireless, MetroPCS Wireless, Sprint-Nextel, and Verizon Wireless. We intend to aggressively pursue additional sales opportunities with our existing customers. We also intend to actively market our DAS solutions to other wireless carriers and other telecom and media companies.

Leverage Existing DAS Infrastructure.  We design and build DAS systems upon receiving firm orders and signing long-term contracts with our customers. Once a DAS system has been built, we can add multiple customers to that DAS system more quickly and more efficiently than an initial DAS-system deployment. We intend to leverage our large base of installed fiber capacity to add additional carriers to our existing DAS systems. Currently, we use approximately 25% of the available capacity on our existing fiber-optic cable infrastructure. We also intend to market our DAS infrastructure for emerging wireless technologies, such as WiMAX, LTE, and Mobile TV. We are able to support these emerging wireless technologies because our platform is technology-neutral.

Expand Geographic Presence.  We intend to negotiate agreements to establish public right-of-way access with additional municipalities, utility companies, and others. We believe that expanding our regulatory authorizations will help us deploy our DAS systems more quickly in new geographic areas.

Our DAS Systems

Traditionally, wireless carriers have built their networks using base-station equipment and antennas, which are located at each individual zoned wireless tower site or building rooftop site. With our DAS systems, we do not require base stations at each DAS site, and we do not require site-specific zoning. Instead, we build our DAS sites utilizing existing right-of-way infrastructure, such as utility poles, traffic lights, and city lamp posts. We then inter-connect our DAS sites to the customer’s centralized base station, or group of base stations, using a high bandwidth fiber-optic connection.

Using public infrastructure as a substitute for traditional wireless sites, our DAS sites can offer comparable or, in certain circumstances, better wireless coverage, capacity, and performance, as compared to traditional wireless solutions. Our DAS-site equipment is smaller than traditional wireless base station equipment and is typically faster to build and deploy. In addition, each of our DAS sites is relatively less obtrusive and more aesthetically pleasing than a traditional wireless site.

50

A typical NextG DAS system’s architecture and components are shown below.

Each of our DAS sites consists of an optical-to-electrical converter, a radio frequency transceiver, and one or more radiating antennas. Using a broad-band fiber network, we inter-connect multiple DAS sites to a centralized location where the optical signals are converted to electrical signals and delivered to the wireless operators’ network. In many cases, one or more wireless service providers locate groups of base station equipment in this centralized location to provide multiple services, protocols, and frequency bands to the remote DAS-site locations. The industry often refers to this centralized location as a “base-station hotel.” Significantly, we can transport all services, bands, and capacity over our broad-band fiber network to the base-station hotel, which we believe is an important DAS-system benefit. Also, by co-locating multiple base stations at one single base-station hotel, wireless carriers can realize cost efficiencies by consolidating all of the required backhaul traffic into one single high-bandwidth backhaul connection. Furthermore, with the base-station-hotel model, wireless carriers can better maintain base-station equipment because the equipment is located in a single and secure location. As an alternative to the base-station hotel, a wireless carrier’s base-station equipment can be maintained at the wireless carrier’s existing cell site or switch location. In this manner, the wireless carrier can leverage its existing cell-site assets to also serve the corresponding DAS system, which can give the wireless carrier attractive cost-efficiencies.

Our Customers

Most of our revenue has come from a small number of customers. Our primary customers include AT&T Mobility, Cricket/Leap Wireless, MetroPCS Wireless, Sprint-Nextel, and Verizon Wireless. We expect that a limited number of large customers will continue to comprise a very large percentage of our revenue each quarter and each year. In 2007 and three months ended March 31, 2008, Sprint-Nextel, Cricket/Leap Wireless, and MetroPCS accounted for approximately 90% of our total revenue. In 2005 and 2006, Sprint-Nextel accounted for 92% and 87%, respectively, of our total revenue. Since our inception, sales to our five largest customers have accounted for nearly 100% of our total revenue each year.

We generally sell our customized services to our wireless-carrier customers under master services agreements, under which multiple orders can be placed throughout the agreement’s term. We have master services agreements with AT&T Mobility, Cricket/Leap Wireless, MetroPCS Wireless, and Sprint-Nextel. With our other customers, we sell our services under separate customer contracts that are negotiated for each

51

particular DAS-system deployment. Our customer contracts and associated orders establish the DAS-system location, size, design, deployment process, performance standards, costs, payment terms, estimated completion date, and cross-indemnification obligations.

Sales and Marketing

We sell our services primarily through direct communication between our sales team and wireless carriers. Our engineering team works closely with our sales team and customers to develop technical proposals and to design systems that satisfy customer requirements. Our sales organization works with the wireless carriers’ corporate headquarters and regional offices to identify customer needs and to propose our customized services as a potential solution. Our sales force focuses a majority of its efforts on developing new business opportunities.

In implementing our sales strategy, we divide the country into six sales regions and assign sales managers to each region. Our sales managers develop business relationships with customer decision-makers at the market level within customer RF engineering and site development departments. This activity includes providing information about our products and services, as well as information about technical solutions to carrier coverage and capacity challenges.

Our executives work closely with our sales team at all customer management levels and meet regularly with key corporate, regional, and local customer decisions-makers to enhance and promote our DAS systems.

Competition

The DAS market is competitive and continually evolving. We focus on the following competitive market factors to maintain and grow our market share:

•      cost-efficient DAS-system deployment, support, and maintenance;

•      DAS-site availability including the ability to obtain multiple municipal and utility agreements;

•      DAS-system performance and reliability;

•      technological expertise and intellectual property protection;

•      relationships with service providers;

•      compliance with industry standards and certifications;

•      size and financial stability of operations; and

•      ability to scale DAS-system implementation.

Our competitors include large, profitable, well-capitalized, and well-financed public and private companies, as well as a number of smaller private companies and new market entrants. Because the DAS-system market is rapidly evolving, additional competitors with significant financial resources may enter the DAS markets and further intensify competition.

Some of our competitors have longer operating histories and significantly greater financial, technical, marketing, and other resources than us. As a result, some of these competitors may choose to devote greater resources to developing, promoting, selling, and supporting their products. In addition, competitors that have larger market capitalizations or cash reserves may be better positioned than us to acquire other companies, and to gain new technologies or products that may displace ours. Industry consolidation could intensify competitive pressures on us because these consolidated competitors may have longer operating histories and significantly greater financial, technical, marketing, and other resources than we have.

We believe that we compete favorably with respect to many of the factors listed above. However, we cannot be certain that our DAS-systems will continue to compete favorably or that we will continue to be successful with increasing competition from our existing competitors or new companies entering our market.

52

Intellectual Property

We currently hold nine issued U.S. patents and 20 issued foreign counterparts, and we also have a number of patent applications pending in the U.S. and in certain foreign jurisdictions. These issued patents and pending patent applications relate to distributed antenna systems, base-station hotels, optical multiplexing for RF-over-fiber transport, and automatic bandwidth switching and provisioning. Over time, all of our patents will expire, and one of our important patents, U.S. patent 5,682,256, will expire in 2009.

Government Regulation

We are subject to varying degrees of federal, state, and local regulation. To build a DAS system, we must first have acquired the necessary governmental authorizations to attach fiber-optic cable, radio amplifiers, and antennas to utility poles, street lights, underground conduit routes, or other public-right-of-way infrastructure. This process begins with becoming accredited as a CLEC or similar designation under applicable state rules and regulations. In the applicable state, this accreditation gives us essential status and rights as a telecommunications carrier under the Telecommunications Act, as well as giving us the right to conduct business as a certified utility under state law. Typically called a certificate of public necessity and convenience, this accreditation allows us to negotiate access rights on fair, reasonable, and non-discriminatory terms with municipalities and utilities. Through our subsidiaries, we are a registered CLEC in 31 states.

Employees and Contractors

As of March 31, 2008, we had a total of 69 employees, all of whom are employed in the United States. In the United States, we also have engaged 20 consultants on a contract basis, and 68 project contractors on a contract basis to help locally supervise and manage DAS-system design, construction, and deployment. None of our employees is represented by a labor union with respect to his or her employment with us. We have not experienced any work stoppages, and we consider our relations with our employees to be good.

Facilities

Our principal executive offices are located at 2216 O’Toole Avenue, San Jose, California. These offices consist of approximately 13,550 square feet. The lease for our principal executive offices expires in July 2010. In addition, under various leases that expire between July 2008 and August 2009, we lease approximately 30,000 square feet of space for our New York implementation facility, approximately 6,250 square feet for our Boston implementation facility, approximately 3,500 square feet of space for our Philadelphia implementation facility, approximately 1,650 square feet of space for our greater Los Angeles area implementation facility, and approximately 2,500 square feet of space for our New York housing facility.

We believe that our existing properties are in good condition and are sufficient and suitable to conduct our business. As our existing leases expire and as we continue to expand our operations, we believe that suitable space will be available on commercially reasonable terms.

Legal Proceedings

In the ordinary course of our business, we are regularly involved in litigation and other legal proceedings. We expect to continue to be involved in litigation and other legal proceedings in the ordinary course of our business. We cannot predict any legal proceeding results with any degree of certainty, but the results could have a material adverse effect on our business. Regardless of the outcome, legal proceedings can adversely affect us because of substantial legal fees, potential judgments against us, meaningful management distraction, potentially negative effects on our reputation, and other factors.

We have previously been involved in, and we are currently involved in, patent infringement litigation that we have initiated against others. Whether or not successful, patent infringement cases can be very expensive, time-consuming, and distracting for management. Additionally, any such patent infringement litigation could fail, could result in counterclaims against us, or could result in our patents being invalidated.

53

Even if successful, patent infringement remedies could be very limited and may not justify the cost, time, effort, and distraction required to prosecute the case.

As CLECs, our operating subsidiaries are entitled to access certain public-rights-of-way under the Telecommunications Act. To enforce our rights under the Telecommunications Act in recent years, we have been involved in a significant amount of actual and threatened litigation, most of which has been initiated by us. Prosecuting or defending these lawsuits may divert our management’s attention, and we may incur significant expenses by participating in these lawsuits.

Currently, we are involved in the following legal proceedings:

In March 2008, we filed a patent-infringement lawsuit against NewPath Networks, Inc. in the United States District Court for the Northern District of California. In our complaint, we allege that NewPath is and has been infringing our U.S. patent 5,682,256. In May 2008, NewPath answered our complaint by denying infringement, by challenging our patent’s validity, and by making certain business-tort counter-claims against us. We believe that NewPath does infringe on our patent, that our patent is valid, and that NewPath’s counter-claims lack merit. We will continue to vigorously prosecute our claims against NewPath, and we will vigorously defend against NewPath’s counter-claims. If we lose this case, then our patent could be invalidated, and we may be required to pay significant damages.

In December 2007, we filed a lawsuit against the City of Huntington Beach, California in the United States District Court for the Central District of California. In our complaint, we alleged that Huntington Beach’s “Wireless Permit Ordinance,” along with related City Municipal Code provisions, violated our rights under the Telecommunications Act, and we sought declaratory relief and injunctive relief. In two separate injunction orders, the district court granted our preliminary injunction request against the Huntington Beach ordinance. In response, the city subsequently appealed the district court’s rulings to the Ninth Circuit Court of Appeals. We intend to vigorously defend the district court’s ruling, and to continue vigorously prosecuting our claims against the city.

After the federal district court granted our injunction requests against the City of Huntington Beach, California as described above, the city filed an April 23, 2008 complaint against us with the California Public Utilities Commission. Huntington Beach’s complaint seeks to attack our authority to operate in California. We believe that Huntington Beach’s complaint also lacks merit, and we expect to vigorously defend against Huntington Beach’s complaint.

In April 2007, the California Public Utilities Commission granted our application for full-facilities-based construction authority. At the same time, the California Public Utilities Commission ordered an investigation to determine whether certain of our past projects in California violated our previous limited-facilities-based construction authority, whether we had failed to fully disclose the nature of our construction activities to the California Public Utilities Commission, and, if so, whether any penalty should be assessed. We do not believe that any investigation will determine that we made any material mistakes or any mistakes that warrant meaningful penalties, and we intend to vigorously defend ourselves in any such investigation or in any such enforcement action. As of March 31, 2008, this investigation has not yet resulted in any California Public Utilities Commission enforcement proceedings.

In February 2005 and in February 2008, we filed two separate lawsuits against the City and County of San Francisco in the United States District Court for the Northern District of California. In our complaints, we alleged that certain San Francisco city ordinances and requirements violate our rights under the Telecommunications Act, and we sought declaratory relief, injunctive relief, and monetary damages. In June 2006, the district court granted our summary judgment motion in our first case for declaratory and injunctive relief. In July 2006, the city appealed the district court’s ruling in the first case to the Ninth Circuit Court of Appeals. We intend to vigorously defend the district court’s ruling in the first case. In the second case, we challenged the city’s new city ordinance in light of the district court’s ruling in the first case, and we have now filed a motion for judgment on the pleadings in the second case. In response, the city has now filed a summary judgment motion in the second case. As of March 31, 2008, both motions remain pending. We intend to continue vigorously prosecuting our claims against the city.

54

In December 2003, we filed a lawsuit against the City of New York in the United States District Court for the Southern District of New York. In our complaint, we alleged that certain New York City ordinances and regulatory requirements violated our rights under the Telecommunications Act, and we sought declaratory relief, injunctive relief, and monetary damages. In March 2006, the federal district court ruled that the Telecommunications Act does not apply to the relevant New York City ordinances and regulatory requirements, denied our summary judgment motion, and granted the city’s summary judgment motion. In December 2006, we appealed the district court’s ruling to the Second Circuit Court of Appeals. In January 2008, the appellate court reversed the district court’s ruling dismissal of our claim for declarative and injunctive relief and remanded those matters to the district court. The appellate court affirmed the dismissal of our claim for damages. Based on the appellate court decision, we expect to amend our original complaint, and, as the district court schedules further proceedings, we intend to vigorously prosecute our claims.

We cannot predict with any degree of certainty how any of these pending legal proceedings will be resolved or how any particular resolution might impact our business. However, adverse results in one or more of these pending legal proceedings could have a material adverse effect on our business.

For the foreseeable future, we expect that we will continue to be involved in extensive legal proceedings. The timing, nature, effect, and seriousness of any such proceedings are impossible to predict, but they could adversely affect our business, operating results, financial condition, cash flows, or business prospects.

55

MANAGEMENT

Executive Officers and Directors

Our executive officers and directors, and their ages and positions as of May 31, 2008, are listed below:

Executive Officers and Directors	Age		Position(s)
John B. Georges		42	President, Chief Executive Officer, and Chairman
Randall I. Bambrough		52	Chief Financial Officer
David M. Cutrer		38	Chief Technology Officer and Director
Lawrence R. Doherty		56	Senior Vice President, Corporate Development
Todd K. Schultz		49	Senior Vice President, Operations
Robert L. Delsman		54	Vice President, Government Relations and Regulatory Affairs
Hab Siam		38	General Counsel and Corporate Secretary
Scott S. Chou		44	Director
Scot B. Jarvis		47	Director
Joshua G. Revitz		30	Director
David B. Walrod		42	Director

John B. Georges is one of our co-founders, and he has been our president, chief executive officer and chairman since co-founding NextG in April 2001. Before co-founding NextG, Dr. Georges co-founded LGC Wireless, a provider of in-building wireless coverage systems, which was subsequently acquired by ADC Telecommunications. From June 1996 to February 2001, Dr. Georges served LGC in senior-level executive positions in business development, sales, and engineering. Dr. Georges received his Ph.D. in electrical engineering from the University of California at Berkeley.

Randall I. Bambrough has been our chief financial officer since May 2008. From March 2001 to January 2007, Mr. Bambrough was Chief Financial Officer at InterVideo, Inc., a DVD software provider. InterVideo was acquired by Corel Corporation in December 2006. From December 2000 to March 2001, Mr. Bambrough was Vice President of Finance at Optibase Ltd., a provider of digital media transmission devices. Mr. Bambrough earned a B.S. in business management from Brigham Young University, another B.S. in accounting from Weber State University, an M.B.A. from Utah State University, and an Executive Doctor of Management from Case Western Reserve University.

David M. Cutrer is one of our co-founders, and he has been our chief technology officer and one of our directors since co-founding NextG in April 2001. Before co-founding NextG, Dr. Cutrer co-founded LGC Wireless, a provider of in-building wireless coverage systems, which was subsequently acquired by ADC Telecommunications. From June 1996 to February 2001, Dr. Cutrer served LGC in several senior-level executive roles, including chief technology officer and vice president of engineering. Dr. Cutrer is a recognized expert on microcellular communications systems and holds multiple patents in the field. Dr. Cutrer received his Ph.D. and his M.S. in electrical engineering from the University of California at Berkeley, and he received his B.S. in electrical engineering and applied physics from the California Institute of Technology.

Lawrence R. Doherty has been our senior vice president of corporate development since February 2008. From February 2006 to February 2008, Mr. Doherty was our vice president of corporate development. Before joining us, Mr. Doherty served as director of national property and director of national site development for Sprint PCS from November 1999 to October 2005.

Todd K. Schultz has been our senior vice president of operations since February 2008. From October 2006 to February 2008, Mr. Schultz was our vice president of operations. Before formally joining us, from 2001 to October 2006, Mr. Schultz provided professional consulting services to us and to various other technology-based clients. From 1998 to 2001, Mr. Schultz held senior-level positions with Navisite, a data

56

center and hosting infrastructure company. Mr. Schultz received his B.S. in mechanical engineering from California State University at Chico.

Robert L. Delsman has been our vice president of government relations and regulatory affairs since December 2003, and he joined NextG as a senior director in February 2002. From June 1996 to February 2001, Mr. Delsman was senior director of government relations and network real estate for Metricom, Inc. Before that, Mr. Delsman practiced real estate law at Lillick & Charles from 1989 to 1995 and at Crosby, Heafey, Roach & May from 1995 to 1996. Mr. Delsman received his B.A. in classics and philosophy from Gonzaga University, his M.A. Oxon. in Literae Humaniores from Oxford University, and his J.D. from Hastings College of the Law (University of California).

Hab Siam has been our general counsel and corporate secretary since March 2007. Before joining NextG, Mr. Siam was our primary outside corporate lawyer from April 2001 to March 2007. From July 2003 to March 2007, Mr. Siam operated his own private legal practice. From February 2000 to July 2003, Mr. Siam was a corporate attorney with Wilson Sonsini Goodrich & Rosati. From June 1996 to January 2000, Mr. Siam was a litigation and corporate attorney with Kirkland & Ellis. Mr. Siam is a member of the California State Bar and the Illinois State Bar, and he received an A.B. in economics and political science from the University of Illinois at Champaign/Urbana and a J.D. from Indiana University at Bloomington.

Scott S. Chou joined our board of directors in August 2001. Mr. Chou has been a general partner at Gabriel Venture Partners since October 2000. Previously, Mr. Chou entered the venture capital industry in 1997 as a Kauffman Fellow after 10 years of technology entrepreneurship. Mr. Chou received his B.S. in electrical engineering with honors from the California Institute of Technology, his M.S. in computer science from Harvard University, and his M.S. in engineering from Stanford University.

Scot B. Jarvis joined our board of directors in June 2007. Mr. Jarvis has been a venture partner with Oak Investment Partners since May 2003. In 1997, Mr. Jarvis co-founded Cedar Grove Partners, LLC, an investment partnership, and he is currently Cedar Grove’s managing member. Mr. Jarvis was an early investor in what is now Kratos Defense Systems, and he has served on its board of directors for over 10 years. Additionally, Mr. Jarvis was a co-founder of and investor in Cricket, a subsidiary of Leap Wireless International, Inc., and he served on Leap’s board of directors from 1998 to 2002. Before co-founding Cedar Grove, Mr. Jarvis served as a senior executive of Eagle River, Inc., the investment firm for Craig McCaw. While at Eagle River, Mr. Jarvis founded Nextlink Communications on Mr. McCaw’s behalf, served as Nextlink’s president, and served as a regional president for Nextel Communications, and was on Nextlink’s board of directors and Nextel’s board of directors until 1996. From 1985 to 1994, Mr. Jarvis served in several executive capacities at McCaw Cellular Communications until McCaw Cellular was sold to AT&T. Mr. Jarvis also serves on the corporate boards of Kratos Defense and Security Solutions, Inc., Wavelink Corporation, Visto Corporation, and Slingshot Sports. Mr. Jarvis received his B.A. in business administration from the University of Washington. Mr. Jarvis has been named as a defendant in two actions against certain current and former directors and officers of Leap Wireless International, Inc. filed by American Wireless Group, LLC, or AWG. The litigation alleges, among other things, that the defendants made false or misleading statements to induce AWG and other individuals to purchase Leap shares. The defendants deny the allegations. Leap filed for a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in April 2003 after Mr. Jarvis ceased to be a Leap director. Mr. Jarvis has been named as a defendant in securities class action and derivative litigations filed in 2004 and 2007 in state and federal courts in San Diego, California against Kratos Defense and Security Solutions, Inc. The allegations in the 2004 actions involve the restatement of financial statements by Kratos, and the 2007 actions involve allegations of stock option back-dating. All cases are in their preliminary phases and all of the defendants deny the allegations. None of these proceedings involves us.

Joshua G. Revitz joined our board of directors in May 2006. Mr. Revitz has been a vice president of Bay Harbour Management, LC since July 2001. Mr. Revitz received his B.A. in economics from Tufts University.

57

David B. Walrod joined our board of directors in July 2004. From April 1999 to June 2007, Mr. Walrod was a general partner with Oak Investment Partners. Mr. Walrod received his B.A. in physics from the University of California at Berkeley, his Ph.D. in solid state physics from the Massachusetts Institute of Technology, and his J.D. from Harvard Law School.

Our board elects our executive officers, and our executive officers serve at our board’s discretion. There are no family relationships among any of our directors or executive officers.

Board of Directors

Our board currently consists of six members. Our bylaws permit our board to establish by resolution the authorized number of directors, and six directors are currently authorized.

Immediately after this offering, our board will be divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the class of directors whose term then expires will be elected for three-year terms. Our board has been divided among the three classes as follows:

•      Class I will consist of           and          , and their terms will expire at the annual stockholder meeting to be held in 2009,

•      Class II will consist of           and          , and their terms will expire at the annual stockholder meeting to be held in 2010, and

•      Class III will consist of           and          , and their terms will expire at the annual stockholder meeting to be held in 2011.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as practiable, each class will consist of one-third of the directors. This board classification may delay or prevent changes in control of our company.

Director Independence

Our board has determined that, with the exception of John B. Georges and David M. Cutrer, all of its current members are “independent directors,” as that term is defined in the Nasdaq listing standards.

Board of Directors Committees

Our board has an audit committee, a compensation committee, and a nominating and governance committee, each of which will have the composition and responsibilities described below following this offering’s completion.

Audit Committee

Our audit committee is comprised of          ,          , and          , each of whom is a non-employee director.          is our audit committee chairman. Our board has determined that each audit committee member meets the requirements for independence under the current requirements of the Nasdaq Stock Market and SEC rules and regulations. Our board has also determined that          is an audit committee financial expert, as defined in SEC rules. The audit committee is responsible for, among other things:

•      providing oversight of our accounting and financial reporting processes and the audit of our financial statements;

•      assisting the board in oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications, independence and performance, and (4) our internal accounting and financial controls; and

•      providing the board such information and materials as it may deem necessary to make the board aware of significant financial matters that require the attention of the board.

58

Compensation Committee

Our compensation committee is comprised of          ,          , and          , each of whom is a non-employee director.          is our compensation committee chairman. Our board has determined that each compensation committee member meets the requirements for independence under the current requirements of the Nasdaq Stock Market, the non-employee director definition of Exchange Act Rule 16b-3, and the outside director definition of Internal Revenue Code Section 162(m). The compensation committee is responsible for, among other things:

•      providing oversight of our compensation policies, plans and benefits programs;

•      assisting the board in discharging its responsibilities relating to (1) oversight of the compensation of our chief executive officer and other executive officers, including officers reporting under Exchange Act Section 16, and (2) approving and evaluating our executive officer compensation plans, policies and programs; and

•      assisting the board in administering our equity compensation plans for our employees.

Nominating and Governance Committee

Our nominating and governance committee is comprised of          ,          , and          , each of whom is a non-employee director.          is our nominating and governance committee chairman. Our board has determined that each nominating and governance committee member meets the requirements for independence under the current requirements of the Nasdaq Stock Market. The nominating and governance committee is responsible for, among other things, reviewing and making recommendations to the board on matters concerning corporate governance, board composition, the identification, evaluation and nomination of director candidates, board committees, board composition and conflicts of interest.

Business Conduct and Ethics Code

Our board has adopted a business conduct and ethics code, which is applicable to our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. Upon the effectiveness of the registration statement of which this prospectus forms a part, our business conduct and ethics code will be posted on the investor relations section of our web site at http://www.nextgnetworks.net. On this section of our website, we will also post any amendments to our business conduct and ethics code, as well as any waivers of the our business conduct and ethics code, which are required to be disclosed by SEC or Nasdaq rules.

Compensation Committee Interlocks

No inter-locking relationship exists between any director and any compensation committee member or between any director and any compensation committee member of any other company, nor has any such interlocking relationship existed in the past. No compensation committee member is or was formerly a NextG officer or employee.

Director Compensation

Director Compensation Arrangements

Our directors do not currently receive any cash compensation for their services as directors or as board committee members. However, we have a policy of reimbursing directors for travel, lodging, and other reasonable expenses incurred in connection with their attendance at board or committee meetings. Our non-employee directors have received options to purchase shares of our common stock under our 2001 Stock Plan.

Upon this offering’s completion, each non-employee director will be entitled to receive an annual retainer of $     . In addition, each non-employee director serving on our audit committee, compensation committee and nominating and governance committee will be entitled to an additional annual retainer of $      , $      and $     , respectively, and the chair of each such committee will be entitled to an additional

59

annual retainer of $      , $      and $      , respectively. The retainer fees will be paid in four quarterly payments on the first day of each calendar quarter.

Upon becoming a director, our non-employee directors will be entitled to an initial stock option award to purchase           shares of our common stock, plus an additional           shares if serving on our audit committee and an additional           shares if serving as our audit committee chairman. Each initial option will become exercisable in           installments, subject to the director’s continued service on each relevant vesting date. Each year thereafter, each non-employee director will receive an annual stock option award to purchase           shares of our common stock on the date of our annual stockholder meeting, plus an additional           shares if serving on our audit committee and an additional           shares if serving as our audit committee chairman, each of which will vest in          installments, subject to the director’s continued service on each relevant vesting date. All such options will be granted at the fair market value on the grant date.

2007 Director Compensation Table

The following table presents the annual director compensation that we paid or accrued to individuals who were directors during any part of 2007. Dr. Georges and Dr. Cutrer, who are employees, do not receive any additional compensation for their service as directors.

	Option
	Awards
Name	(1)(2)(3)($)		Total ($)
Scott S. Chou		2,025		2,025
Scot B. Jarvis		13,107		13,107
Joshua G. Revitz		5,063		5,063
David B. Walrod		21,570		21,570

(1)

Reflects the dollar amount recognized for financial statement reporting purposes (disregarding an estimate of forfeitures related to service-based vesting conditions) for fiscal 2007, in accordance with FASB Statement No. 123(R), and thus may include amounts from awards granted in and before 2007. The assumptions used in the valuation of these awards are set forth in the notes to our consolidated financial statements. These amounts do not correspond to the actual value that will be recognized by the directors.

(2)

In fiscal 2007, each of our non-employee directors received the following options:

	Grant		Number of		Exercise		Grant Date
Name	Date		Shares		Price ($)		Fair Value ($)
Scott S. Chou		11/15/07		20,000		2.78		57,400
Scot B. Jarvis		08/07/07		30,000		0.79		114,000
		11/15/07		20,000		2.78		57,400
Joshua G. Revitz		11/15/07		50,000		2.78		143,500
David B. Walrod		08/07/07		50,000		0.79		190,000
		11/15/07		30,000		2.78		86,100

(3) As of December 31, 2007, the aggregate number of shares underlying options outstanding for each of our non-employee directors was:

	Number of
Name	Shares
Scott S. Chou		20,000
Scot B. Jarvis		50,000
Joshua G. Revitz		50,000
David B. Walrod		110,000

60

Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements of our named executive officers for 2007 should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from current or planned programs summarized in this discussion.

Compensation Philosophy and Objectives

Our compensation philosophy is to attract and retain talented, qualified senior executives to manage our company, to motivate them to pursue our corporate goals and to align their long-term interests with those of our stockholders. We have implemented a compensation program that has a mix of short-term cash and long-term equity components to provide a total compensation structure that is designed to achieve these objectives. Historically, we have emphasized the equity components to preserve our cash resources. We intend to increase the cash component of our compensation program as our business grows.

We believe that our total compensation is competitive with the total compensation paid by similarly situated companies to their executives with similar roles and responsibilities. In assessing the compensation generally paid by other comparable private technology companies, we have relied primarily on the experience of our non-employee directors who are or have been affiliated with venture capital firms, which have representatives on the boards of numerous private companies. However, we have not formally bench-marked our compensation program against any group of peer companies.

We refer to the individuals who served as chief executive officer and chief financial officer in 2007, as well as the other executive officers named in the “2007 Summary Compensation Table” below, as our named executive officers.

Compensation Committee Role in Determining Compensation

Our compensation committee was appointed by our board, and consists of directors who are outside directors for purposes of Internal Revenue Code Section 162(m) and non-employee directors for purposes of Exchange Act Rule 16b-3. The compensation committee is responsible for overseeing our compensation policies and programs, administering our equity compensation plans, and reviewing and approving the specific elements of compensation for executive officers, including any arrangements relating to severance or control-change transactions. In doing so, our compensation committee is responsible for ensuring that our executive officer compensation is consistent with our compensation philosophy and programs.

The compensation committee may delegate some or all of its responsibilities to one or more subcommittees whenever necessary to comply with any statutory or regulatory requirements or otherwise deemed appropriate by the committee. Under its charter, the compensation committee has authority to engage the services of outside advisors and consultants to assist the committee in performing the committee’s duties.

Management Role in Determining Compensation

In the past, our board has involved our management in making recommendations about salaries, bonuses, and option grants for executive officers. We expect that our compensation committee will continue to utilize management, in particular our chief executive officer, to provide the committee with performance assessments and other related information regarding our executive officers. Our board and our compensation committee believe that our chief executive officer, to whom our other executive officers report directly, is aware of and can comment upon the individual performance of the other executive officers. The compensation committee is not bound to accept management’s recommendations with respect to executive compensation. Other resources that our board and compensation committee may rely upon include their respective experiences, recommendations of an independent compensation consultants, and any other resources that our board or compensation committee may determine are relevant.

61

Compensation Components

The principal components of our executive compensation include:

•      base salary;

•      cash incentive bonuses;

•      equity-based incentive awards; and

•      severance and control change protection.

We discuss each of the primary components of our executive officers’ compensation in detail below. Our compensation programs are designed to complement each other and collectively address all of our executive compensation objectives.

Base Salary.  We provide base salary to our executive officers and other employees to compensate them for services rendered on a day-to-day basis during the fiscal year. Our goal is to provide compensation levels that are necessary to attract, motivate, and retain our management team, when considered in combination with the other elements of our executive compensation program. Base salaries are established and adjusted taking into account a number of factors, including each executive officer’s individual qualifications, responsibility level, functional role, knowledge, skills, and performance.

Our board has approved the following base salary amounts for our named executive officers:

	2007 Base		2008 Base
Named Executive Officer	Salary ($)		Salary ($)
John B. Georges		210,000		210,000
Raymond K. Ostby(1)		167,500		180,000
David M. Cutrer		200,000		200,000
Robert L. Delsman		180,000		180,000
Lawrence R. Doherty		163,333		180,000

(1) Mr. Ostby resigned as chief financial officer in May 2008, although he remains an employee.

These increases were intended to maintain such executives’ base salaries at a level that we believe is competitive with similarly situated private technology companies.

Cash Incentive Bonuses.  We pay to our executive officers cash bonuses, which are based on achieving performance goals that historically have been determined by our board with respect to our chief executive officer, and by our chief executive officer with respect to the other executive officers. A percentage of the executive officer’s bonus is based on achieving corporate performance goals for bookings and cash management. The remaining percentage is based on achieving individual performance goals.

For 2007, our chief executive officer recommended bonuses, other than for himself, to our board for approval based on his review of the other executive officers’ performance over the year. Our board approved the following bonuses for the named executive officers as follows:

					Bonus as a
					Percentage
	2007 Base		2007		of Base
Named Executive Officer	Salary ($)		Bonus ($)		Salary (%)
John B. Georges		210,000		50,000		23.8
Raymond K. Ostby		167,500		25,000		14.9
David M. Cutrer		200,000		50,000		25.0
Robert L. Delsman		180,000		40,000		22.2
Lawrence R. Doherty		163,333		20,000		12.2

62

The compensation committee may also, in its discretion, award bonuses to executives based upon such other terms and conditions as the compensation committee may determine, or may increase or decrease the amount of any executive officer’s bonus award. The compensation committee will determine the target amounts and performance metrics for cash bonuses after this offering is completed.

Equity-Based Incentive Awards.  We grant equity incentive awards in the form of stock options to give our executives strong incentives to increase stockholder value and to thereby align executive officer interests with stockholder interests. Additionally, equity compensation provides an important retention tool for key executives to the extent that stock options and other equity awards are generally granted with time-based vesting. These awards represent a significant portion of total compensation for our executive officers.

Before this offering, we granted equity awards under our 2001 Stock Plan. In connection with this offering, our board has adopted a 2008 Equity Incentive Plan, which authorizes stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares. Historically, our equity incentive plans were administered by our board. After this offering’s completion, all equity incentive plans and awards will be administered by our compensation committee in accordance with the authority delegated to it by the board under its charter.

We do not have, nor do we plan to establish, any program, plan, or practice to time stock option grants in coordination with releasing material non-public information. Our board approved the following stock option grants to our named executive officers during fiscal 2007:

	Options
	Granted in		Exercise
Name	2007		Price
John B. Georges		—		—
Raymond K. Ostby		—		—
David M. Cutrer		—		—
Robert L. Delsman		35,000	$	0.79
Lawrence R. Doherty		105,000	$	0.79

On our chief executive officer’s recommendation, our board determines the number of options granted to each named executive officer. Under our 2001 Stock Plan, each stock option exercise price was based on the fair market value of our common stock on the grant date. Before our initial public offering, our board determined our common stock’s fair market value for purposes of determining stock option exercise prices. Our board based these determinations on a number of factors applicable to common stock of privately-held companies.

Severance and Control Change Protection.  We have entered into employment agreements with our chief executive officer and chief technology officer, and we have entered into change-of-control agreements with all of our executive officers. The change-of-control agreements provide accelerated option vesting if the officer is terminated after a control change transaction. These benefits are intended to motivate our executive officers to continue employment with the company and continue their dedication to maximizing stockholder value in the event of a potential control change. These agreements are described in more detail in “Employment Agreements and Control Change Arrangements” below.

Accounting and Tax Considerations

Internal Revenue Code Section 162(m) limits the amount that we may deduct for compensation paid to our chief executive officer and to each of our four most highly compensated officers to $1,000,000 per person, unless certain exemption requirements are met. Exemptions to this deductibility limit may be made for various forms of “performance-based” compensation. In addition to salary and bonus compensation, upon non-qualified stock option exercises, the current market price’s excess over the option price, or option spread, is treated as compensation and accordingly, in any year, such exercise may cause an officer’s total compensation to exceed $1,000,000. Under certain regulations, option spread compensation from options that meet certain requirements will not be subject to the $1,000,000 deductibility cap, and we have historically granted options

63

that we believe met those requirements. While the compensation committee cannot predict how the deductibility limit may impact our compensation program in future years, the compensation committee intends to maintain an approach to executive compensation that strongly links pay to performance. In addition, while the compensation committee has not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers, the compensation committee intends to consider tax deductibility under Rule 162(m) as a factor in future compensation decisions.

2007 Summary Compensation Table

The following table presents information regarding the compensation of our named executive officers for 2007.

						Non-Equity
				Option		Incentive Plan
	Salary			Grants		Compensation		Total
Name and Principal Position	($)			($)(1)		($)(2)		($)
John B. Georges		210,000			—		50,000		260,000
Chief Executive Officer
Raymond K. Ostby(3)		167,500			—		25,000		192,500
Former Chief Financial Officer
David M. Cutrer		200,000			—		50,000		250,000
Chief Technology Officer
Robert L. Delsman		180,000			2,683		40,000		222,683
Vice President
Lawrence R. Doherty		208,653	(4)		26,550		20,000		255,203
Senior Vice President

(1)	Reflects the dollar amount recognized for financial statement reporting purposes (disregarding an estimate of forfeitures related to service-based vesting conditions) for fiscal 2007, in accordance with FASB Statement No. 123(R), and thus may include amounts from awards granted in and before 2007. The assumptions used in the valuation of these awards are specified in the notes to our consolidated financial statements. These amounts do not correspond to the actual value that will be recognized by the named executive officers.
(2)	The amounts in this column represent total performance-based bonuses earned for services rendered during 2007.
(3)	Mr. Ostby resigned as chief financial officer in May 2008, although he remains an employee.
(4)	Includes $45,320 in sales commissions.

Grants of Plan-Based Awards in 2007

The following table presents information regarding each grant of an award to each of our named executive officers in 2007.

			All Other
			Option Awards:
			Number of
			Securities		Exercise of Base		Grant Date Fair
	Grant		Underlying		Price of Option		Value of Option
Name	Date		Options (#)		Awards ($/Sh)		Awards ($)(1)
John B. Georges		—		—		—		—
Raymond K. Ostby		—		—		—		—
David M. Cutrer		—		—		—		—
Robert L. Delsman		04/18/07		35,000	$	0.79	$	16,100
Lawrence R. Doherty		04/18/07		105,000	$	0.79	$	48,300

64

(1) Reflects the grant date fair value of each award computed in accordance with FASB Statement 123(R). The assumptions used in the valuation of these awards are specified in the notes to our consolidated financial statements. These amounts do not correspond to the actual value that will be recognized by the named executive officers.

Outstanding Equity Awards at December 31, 2007

The following table presents information concerning unexercised options held by each of our named executive officers at December 31, 2007.

	Option Awards
	Number of			Number of
	Securities			Securities
	Underlying			Underlying
	Unexercised			Unexercised		Option
	Options			Options		Exercise		Option
	Exercisable			Unexercisable		Price		Expiration
Name	(#)			(#)		($)		Date
John B. Georges		—			—		—		—
Raymond K. Ostby		200,000	(1)		—		0.60		12/07/2014
David M. Cutrer		—			—		—		—
Robert L. Delsman		45,000			—		0.18		02/27/2012
		55,000			—		0.18		07/16/2013
		100,000	(2)		—		0.18		03/31/2014
		35,000	(3)		—		0.79		04/18/2017
Lawrence R. Doherty		100,000	(4)		—		0.60		03/29/2016
		100,000	(5)		—		0.60		05/29/2016
		105,000	(6)		—		0.79		04/18/2017

(1)	The option is subject to an early exercise provision and is immediately exercisable. 1/4th of the total number of shares subject to the option became vested and exercisable on January 24, 2006 and the remaining shares subject to the option vest at a rate of 1/48th of the total number of shares subject to the option each month thereafter. As of December 31, 2007, 91,667 shares were fully vested and 108,333 shares will vest ratably over the remainder of the vesting period, subject to Mr. Ostby’s continued service to us.
(2)	The option is subject to an early exercise provision and is immediately exercisable. 1/4th of the total number of shares subject to the option became vested and exercisable on March 31, 2005 and the remaining shares subject to the option vest at a rate of 1/48th of the total number of shares subject to the option each month thereafter. As of December 31, 2007, 89,583 shares were fully vested and 10,417 shares will vest ratably over the remainder of the vesting period, subject to Mr. Delsman’s continued service to us.
(3)	The option is subject to an early exercise provision and is immediately exercisable. 1/4th of the total number of shares subject to the option will become vested and exercisable on April 18, 2008 and the remaining shares subject to the option vest at a rate of 1/48th of the total number of shares subject to the option each month thereafter, subject to Mr. Delsman’s continued service to us.
(4)	The option is subject to an early exercise provision and is immediately exercisable. 1/4th of the total number of shares subject to the option became vested and exercisable on February 21, 2007 and the remaining shares subject to the option vest at a rate of 1/48th of the total number of shares subject to the option each month thereafter. As of December 31, 2007, 45,833 shares were fully vested and

footnotes continued on following page

65

	54,167 shares will vest ratably over the remainder of the vesting period, subject to Mr. Doherty’s continued service to us.
(5)	The option is subject to an early exercise provision and is immediately exercisable. 1/4th of the total number of shares subject to the option became vested and exercisable on February 21, 2007 and the remaining shares subject to the option vest at a rate of 1/48th of the total number of shares subject to the option each month thereafter. As of December 31, 2007, 39,583 shares were fully vested and 60,417 shares will vest ratably over the remainder of the vesting period, subject to Mr. Doherty’s continued service to us.
(6)	The option is subject to an early exercise provision and is immediately exercisable. 1/4th of the total number of shares subject to the option will become vested and exercisable on April 18, 2008 and the remaining shares subject to the option vest at a rate of 1/48th of the total number of shares subject to the option each month thereafter, subject to Mr. Doherty’s continued service to us.

Option Exercises in 2007

The following table presents information regarding the aggregate number of shares acquired upon option exercises for each of our named executive officers in 2007.

	Option Awards
	Number of		Value
	Shares		Realized on
	Acquired on		Exercise
Name	Exercise (#)		($)(1)
John B. Georges		—		—
Raymond K. Ostby		200,000
David M. Cutrer		—		—
Robert L. Delsman		—		—
Lawrence R. Doherty		—		—

(1) The aggregate dollar amount realized upon the exercise of an option represents the difference between the aggregate market price of the shares of our common stock underlying that option on the date of exercise, which we have assumed to be $     , the mid-point of the price range set forth on the cover page of this prospectus, and the aggregate exercise price of the option.

Employment Agreements and Control Change Arrangements

Employment Agreement with John B. Georges

John B. Georges, our president and chief executive officer, entered into an employment agreement in April 2001, which was amended and restated in July 2004. The employment agreement expires in July 2008. Dr. Georges’ current annual base salary is $210,000. The employment agreement provides for an annual bonus based upon achieving financial milestones approved by our board. If Dr. Georges’ employment is terminated without cause, as defined in his employment agreement, or if Dr. Georges resigns for good reason, as defined in his employment agreement, then Dr. Georges will receive severance payments from us equal to his base salary plus full benefits as in existence upon his termination, until the earlier of the expiration of the employment term or the twelve-month anniversary of his termination effective date. If Dr. Georges’ employment terminates for any reason other than for cause or for good reason, then he is only entitled to receive any severance payments and benefits as provided for under our existing severance and benefit plans and policies upon such termination. Any severance under the employment agreement is subject to Dr. Georges complying with a non-solicitation covenant and the terms of a confidential information and invention assignment agreement until the later of his termination date’s ninth-month anniversary or the date on which he receives his last severance payment from us.

66

Employment Agreement with David M. Cutrer

David M. Cutrer, our chief technology officer, entered into an employment agreement in April 2001, which was amended and restated in July 2004. The employment agreement expires in July 2008. Dr. Cutrer’s current annual base salary is $200,000. The employment agreement provides for an annual bonus based upon achieving financial milestones approved by our board. If Dr. Cutrer’s employment is terminated without cause, as defined in his employment agreement, or if Dr. Cutrer resigns for good reason, as defined in his employment agreement, then Dr. Cutrer will receive severance payments from us equal to his base salary plus full benefits as in existence upon his termination, until the earlier of the expiration of the employment term or the twelve-month anniversary of his termination effective date. If Dr. Cutrer’s employment terminates for any reason other than for cause or for good reason, then he is only entitled to receive any severance payments and benefits as provided for under our existing severance and benefit plans and policies upon such termination. Any severance under the employment agreement is subject to Dr. Cutrer complying with a non-solicitation covenant and the terms of a confidential information and invention assignment agreement until the later of the ninth-month anniversary of his termination date or the date on which he receives his last severance payment from us.

Offer Letter with Randall I. Bambrough

Randall I. Bambrough, our chief financial officer, executed an offer letter in May 2008. Mr. Bambrough’s current annual base salary is $200,000. The offer letter provides for an annual bonus of $40,000 based upon the achievement of milestones. In the event Mr. Bambrough’s employment terminates without cause or Mr. Bambrough terminates his employment for good reason prior to one full year of employment after the date of his initial stock grant, he will be entitled to receive severance equal to three months’ base salary. In addition, solely in the event of his termination prior to the initial vesting date of his option, Mr. Bambrough will receive accelerated vesting such that the vested portion of his option equals 25%.

Change of Control Agreement with Executive Officers

We entered into change of control agreements with each of our executive officers, other than John B. Georges and David M. Cutrer, which were amended and restated in November 2007. Under the terms of the change of control agreements, if an executive officer who is a party to one of these agreements is involuntarily terminated on or after a change of control, as defined in the agreements, he will receive:

•      full vesting of, and the immediate right to exercise, such executive officer’s stock options; and

•      the termination of all repurchase options applicable to all restricted stock held by such executive officer as of the termination date.

If such executive officer’s employment is terminated for any other reason, including termination for cause or voluntary resignation, he is not entitled to receive any severance benefits as a result of the change of control agreement and will receive severance or other benefits only to the extent he would be entitled to receive those benefits under our then-existing severance or benefit plans or pursuant to any other written agreement.

Estimated Payments upon Termination or Change of Control

The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for our named executive officers. Payments and benefits are estimated assuming that the triggering event took place on the last business day of 2007 (December 31, 2007), and the price per share of our common stock is the assumed initial public offering price of $      per share, which is the mid-point of the price range listed on the cover page of this prospectus. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential

67

payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

				Involuntary
				Termination Other
				Than for Death,
				Disability or
				Cause, or		Involuntary
				Voluntary		Termination
				Termination for		Upon Change
Name	Type of Benefit			Good Reason ($)		in Control ($)
John B. Georges		Cash severance — base salary			210,000		—
		Continued coverage of employee benefits(1	)		11,546		—
		Total Termination Benefits:			221,546		—
Raymond K. Ostby		Vesting acceleration(2	)		—
		Total Termination Benefits:			—
David M. Cutrer		Cash severance — base salary			200,000		—
		Continued coverage of employee benefits(1	)		13,212		—
		Total Termination Benefits:			213,212		—
Robert L. Delsman		Vesting Acceleration(2	)		—
		Total Termination Benefits:			—
Lawrence R. Doherty		Vesting Acceleration(2	)		—
		Total Termination Benefits:			—

(1)	Assumes continued coverage of employee benefits at the rates in effect at December 31, 2007 for health, dental, vision, long-term disability and life insurance coverage.
(2)	Reflects the aggregate market value of unvested option grants, computed by multiplying (i) the difference between the assumed initial public offering price of $      per share, which is the mid-point of the price range listed on the cover page of this prospectus, and the exercise price of the option, by (ii) the number of shares underlying unvested options at December 31, 2007.

Employee Benefit Plans

2001 Stock Plan

In April 2001, our board adopted and our stockholders approved our 2001 Stock Plan. Our 2001 Stock Plan authorizes our board to grant incentive stock options, within the meaning of Internal Revenue Code Section 422, to our employees and any parent and subsidiary corporations’ employees, and also authorizes our board to grant non-statutory stock options and stock purchase rights to our employees, directors, and consultants and any parent and subsidiary corporations’ employees and consultants.

As of March 31, 2008, we have reserved a total of 4,650,000 shares of our common stock for issuance under our 2001 Plan. As of March 31, 2008, options to purchase 3,220,924 shares of common stock were outstanding and 351,454 shares were available for future grants under our 2001 Plan. After this offering, we will not grant any additional stock options under our 2001 Stock Plan. However, our 2001 Stock Plan will continue to govern the terms and conditions of outstanding stock options that were granted under our 2001 Stock Plan.

68

2008 Equity Incentive Plan

Our board adopted our 2008 Equity Incentive Plan in          , 2008 and we expect that our stockholders will approve the 2008 Equity Incentive Plan before this offering’s completion. Our 2008 Equity Incentive Plan provides for the grant of incentive stock options, within the meaning of Internal Revenue Code Section 422, to our employees and any parent and subsidiary corporations’ employees, and for the grant of non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares to our employees, directors, and consultants and our affiliates’ employees and consultants.

We have reserved a total of           shares of our common stock for issuance under the 2008 Equity Incentive Plan, plus (a) any shares that have been reserved but not issued under our 2001 Stock Plan and are not subject to any awards granted under our 2001 Stock Plan, and (b) any shares subject to stock options or similar awards granted under the 2001 Stock Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 2001 Stock Plan that are forfeited to or repurchased by the Company. The maximum number of shares that may be added to the 2008 Equity Incentive Plan from the 2001 Stock Plan is           shares. In addition, our 2008 Equity Incentive Plan provides for annual increases in the number of shares available for issuance under our 2008 Plan on the first day of each fiscal year, beginning with our 2009 fiscal year, equal to the least of:

•                shares of our common stock;

•      5% of the outstanding shares of our common stock on the last day of the immediately preceding year; or

•      such other amount as our board may determine.

Our board, or a board-appointed committee, administers our 2008 Equity Incentive Plan. In the case of options intended to qualify as “performance-based compensation” within the meaning of Internal Revenue Code Section 162(m), the committee will consist of two or more “outside directors” within the meaning of Internal Revenue Code Section 162(m). The administrator has the power to determine the awards’ terms, including the exercise price, the number of shares subject to each such award, the exercisability of the awards, and the type of consideration payable upon exercise. The administrator also has the authority to institute an exchange program, whereby the exercise prices of outstanding awards may be reduced, outstanding awards may be surrendered or cancelled in exchange for awards with a higher or lower exercise price, or outstanding awards may be transferred to a third-party.

The exercise price of options granted under our 2008 Equity Incentive Plan must at least be equal to our common stock’s fair market value on the grant date and the term of an incentive stock option may not exceed ten years. In the case of an incentive stock granted to any participant who owns more than 10% of the voting power of all classes of our outstanding stock as of the grant date, the term must not exceed five years and the exercise price must equal at least 110% of our common stock’s fair market value on the grant date. The administrator determines the terms and conditions of all other options.

After termination of an employee, director, or consultant, he or she may exercise his or her option for the time period stated in the option agreement. In the absence of a specified period in the option agreement, the option will remain exercisable for a period of three months following termination (or twelve months in the event of a termination due to death or disability). However, an option generally may not be exercised after the option’s term expires.

Stock appreciation rights may be granted under our 2008 Equity Incentive Plan. Stock appreciation rights allow the recipient to receive the appreciation in our common stock’s fair market value between the exercise date and the grant date. The exercise price of stock appreciation rights granted under 2008 Equity Incentive Plan must at least be equal to our common stock’s fair market value on the grant date. The administrator determines the terms and conditions of stock appreciation rights, including when such rights become exercisable and whether to pay the increased appreciation in cash or with shares of our common

69

stock, or a combination of both. Stock appreciation rights expire under the same rules that apply to stock options.

Restricted stock may be granted under our 2008 Equity Incentive Plan. Restricted stock awards are shares of our common stock that are subject to our right of repurchase or forfeiture and vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee. The administrator may impose whatever vesting conditions that the administrator determines appropriate. For example, the administrator may set restrictions based on achievement of specific performance goals.

Restricted stock units may be granted under our 2008 Equity Incentive Plan. Restricted stock units are awards that will result in a payment to a participant on a specified date on or after vesting, which can include vesting upon achievement of performance goals, as determined by the administrator. The administrator may impose whatever conditions, restrictions, and other terms as the administrator determines appropriate. For example, the administrator may set restrictions based on achievement of specific performance goals, on service or employment continuation, or on any other basis determined by the administrator. Payments of earned restricted stock units may be made, in the administrator’s discretion, in cash or with shares of our common stock, or a combination of both.

Performance units and performance shares may be granted under our 2008 Equity Incentive Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator will establish organizational or individual performance goals in the administrator’s discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. Performance units generally will have an initial dollar value established by the administrator on or before the grant date. Performance shares generally will have an initial value equal to our common stock’s fair market value on the grant date. Payment for performance units and performance shares may be made in cash or in shares of our common stock with equivalent value, or in some combination, as determined by the administrator.

Unless the administrator provides otherwise, our 2008 Equity Incentive Plan does not allow for selling or otherwise transferring awards other than by will or the laws of descent or distribution and only the award recipient may exercise an award during his or her lifetime.

Our 2008 Equity Incentive Plan provides that, upon a control change transaction, as defined in the 2008 Equity Incentive Plan, each outstanding award will be treated as the administrator determines, including, without limitation, that the successor corporation or its parent or subsidiary will assume or substitute an equivalent award for each outstanding award. The administrator is not required to treat all awards similarly. If outstanding awards are not assumed or substituted, then the awards will fully vest and become immediately exercisable, all restrictions on restricted stock and restricted stock units will lapse, and all performance goals or other vesting requirements for performance shares and units will be deemed achieved, and all other terms and conditions met. The administrator will provide notice to the recipient that he or she has the right to exercise the option and stock appreciation right as to all of the shares subject to the award and the option or stock appreciation right will terminate upon the expiration of the time period that the administrator provides in the notice. With respect to awards granted to an outside director that are assumed or substituted for, if an outside director’s service is terminated on or after a change in control, other than termination because of a voluntary resignation, then his or her options and stock appreciation rights will fully vest and become immediately exercisable, all restrictions on restricted stock and restricted stock units will lapse, and all performance goals or other vesting requirements for performance shares and units will be deemed achieved, and all other terms and conditions met.

Our 2008 Equity Incentive Plan will automatically terminate in 2018, unless we terminate it sooner. In addition, our board has the authority to amend, alter, suspend, or terminate the 2008 Equity Incentive Plan provided such action does not impair any participant’s rights without such participant’s written consent.

70

401(k) Plan

We maintain a 401(k) retirement plan, which is intended to be a tax-qualified retirement plan. Our 401(k) plan covers substantially all of our employees. Currently, employees may elect to defer up to 25% of their compensation, or the statutorily prescribed limit, if less, to the 401(k) plan. We do not match employee contributions. An employee’s interests in his or her deferrals are 100% vested when contributed. The 401(k) plan is intended to qualify under Internal Revenue Code Sections 401(a) and 501(a). As such, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all contributions are deductible by us when made.

Liability Limitations and Indemnification Matters

Our amended and restated certificate of incorporation, which will be in effect upon this offering’s completion, contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or to our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

•      any breach of the director’s duty of loyalty to us or to our stockholders;

•      any act or omission that is not in good faith or that involves intentional misconduct or a knowing violation of law;

•      unlawful payments of dividends or unlawful stock purchases or redemptions as provided in Delaware General Corporation Law Section 174; or

•      any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation and our amended and restated bylaws, each as will be in effect upon this offering’s completion, require us to indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our amended and restated bylaws also requires us to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in that capacity, regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have entered into, and we expect to continue to enter into, agreements to indemnify our directors, executive officers, and other employees, as determined by our board. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines, and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The liability limitations and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for fiduciary duty breaches. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the settlement costs and damage awards against directors and officers as required by these indemnification provisions. Currently, there is no pending litigation or proceeding involving any of our directors, officers, or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in indemnification claims.

71

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since January 1, 2005, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities, or 5% stockholders, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described where required under the “Management” section of this prospectus, and the transactions described below.

Series C Preferred Stock Sales

From December 2007 to February 2008, we sold shares of our Series C preferred stock at a price of $13.279 per share to certain of our 5% stockholders:

•      37,655 shares to individuals and entities affiliated with Gabriel Venture Partners for an aggregate purchase price of $500,021; and

•      150,614 shares to entities affiliated with Oak Investment Partners for an aggregate purchase price of $2,000,003.

Each outstanding share of Series C preferred stock will automatically convert into one share of common stock upon this offering’s completion.

Investor Rights Agreement

In connection with our Series C preferred stock sales, we entered into an amended and restated investor rights agreement with several of our significant stockholders, including entities affiliated with Oak Investment Partners, and individuals and entities affiliated with Gabriel Venture Partners, and also including John B. Georges and David M. Cutrer. Under this agreement, we granted such stockholders certain registration rights, including piggy-back registration rights that apply to this and future offerings, with respect to our shares of common stock issuable upon conversion of their preferred stock shares, or, in the case of Dr. Georges and Dr. Cutrer, with respect to their shares of common stock. See “Capital Stock — Registration Rights.”

Employment Arrangements and Indemnification Agreements

We have entered into employment arrangements with certain of our executive officers. See “Management — Employment Agreements and Control Change Arrangements.”

We have also entered into indemnification agreements with each of our directors and officers. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. See “Management — Liability Limitations and Indemnification Matters.”

Policies and Procedures for Related-Party Transactions

We have adopted a written policy that our executive officers, directors, and principal stockholders, including their immediate family members and affiliates, are not permitted to enter into a related-party transaction with us without our audit committee’s prior consent, or without our other independent directors consent in case a conflict of interest makes any audit committee review inappropriate. Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of such persons’ immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration, and approval. All of our directors, executive officers, and employees are required to report to our audit committee any such related-party transaction. In approving or rejecting the proposed agreement, our audit committee will consider the facts and circumstances available and deemed relevant to the audit committee, including the risks, costs, and benefits to us, the transaction terms, the availability of other sources for comparable services or products, and, if applicable, the impact on a director’s independence. Our audit committee will approve only those agreements that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our audit committee determines in its good-faith discretion. All of the transactions described above were entered into before we adopted this policy.

72

PRINCIPAL AND SELLING STOCKHOLDERS

The following table specifies certain information with respect to the beneficial ownership of our common stock at March 31, 2008 and shows the number and percentage owned by:

•      each stockholder, or group of affiliated stockholders, known to us to be the beneficial owner of more than 5% of our common stock;

•      each of our named executive officers;

•      each selling stockholder;

•      each of our directors; and

•      all of our directors and current executive officers as a group.

We have determined beneficial ownership based on SEC rules. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 25,966,295 shares of common stock outstanding at March 31, 2008. For purposes of the table below, we have assumed that           shares of common stock will be outstanding upon this offering’s completion. In computing the number of shares of common stock that a person beneficially owns and that person’s percentage ownership, we deemed to be outstanding all shares of common stock subject to options, warrants, or other convertible securities held by that person or entity that are currently exercisable or exercisable within 60 days of March 31, 2008. However, we did not deem these shares outstanding for the purpose of computing any other person’s percentage ownership. Beneficial ownership representing less than one percent is denoted with an “*.”

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o NextG Networks, Inc., 2216 O’Toole Avenue, San Jose, California 95131.

						Shares
	Shares					Beneficially
	Beneficially Owned					Owned
	Before Offering				Shares Being	After Offering
Beneficial Owner Name	Shares		%		Offered	Shares	%
5% Stockholders:
Entities affiliated with Bay Harbour Master, Ltd(1)		2,264,387		8.7
Entities affiliated with Gabriel Venture Partners(2)		3,774,487		14.5
Oak Investment Partners XI, L.P.(3)		6,991,830		26.9
Directors and Executive Officers:
John B. Georges		3,450,000		13.3
Raymond K. Ostby(4)		420,000		1.6
David M. Cutrer		3,450,000		13.3
Robert L. Delsman(5)		235,000		*
Lawrence R. Doherty(6)		330,000		1.3
Scott S. Chou(2)(7)		3,794,487		14.6
Scot B. Jarvis(8)		50,000		*
Joshua G. Revitz(1)(9)		2,314,387		8.9
David B. Walrod(10)		110,000		*
All directors and current executive officers (11 persons)(11)		14,323,874		52.4

* Less than 1%

footnotes continued on following page

73

(1)	Includes (a) 1,278,958 shares held of record by Bay Harbour Master, Ltd., and (b) 985,428 shares held of record by Trophy Hunter Investments, Ltd. Mr. Revitz is a vice president of Bay Harbour Management, LC and also serves as one of our directors. Mr. Revitz disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2)	Includes (a) 3,741,605 shares held of record by Gabriel Venture Partners II, L.P., (b) 30,000 shares held of record by Gabriel Investment Partners II, L.P. and (c) 2,882 shares held of record by Gabriel Legacy Fund II, L.P. Mr. Chou is a general partner at Gabriel Venture Partners and also serves as one of our directors. Mr. Chou disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(3)	The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners XI, L.P. are Bandel L. Carano, Fredric W. Harman, Ann H. Lamont, Edward F. Glassmeyer and Gerald R. Gallagher, all of whom are Managing Members of Oak Associates XI, L.L.C., the General Partner of Oak Investment Partners XI, L.P. Each of these Managing Members disclaims beneficial ownership of the shares held by Oak Investment Partners XI, L.P., except to the extent of their respective pecuniary interests therein. The address of Oak Investment Partners XI, L.P. is 525 University Avenue, Suite 1300, Palo Alto, CA 94301. Mr. Jarvis is a venture partner at Oak Investment Partners and also serves as one of our directors. Mr. Jarvis disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4)	Includes (a) 200,000 shares held of record by Mr. Ostby and his wife as trustees of the Raymond K. and Natha Ostby Trust dated August 14, 2001 and (b) options held by Mr. Ostby to purchase 220,000 shares of common stock that are immediately exercisable. As of May 30, 2008, 86,667 of the shares underlying these options will be subject to vesting restrictions that lapse over time.
(5)	Includes options held by Mr. Delsman to purchase 235,000 shares of common stock that are immediately exercisable. As of May 30, 2008, 25,521 of the shares underlying these options will be subject to vesting restrictions that lapse over time.
(6)	Includes options held by Mr. Doherty to purchase 330,000 shares of common stock that are immediately exercisable. As of May 30, 2008, 195,313 of the shares underlying the options will be subject to vesting restrictions that lapse over time.
(7)	Includes options held by Mr. Chou to purchase 20,000 shares of common stock that are immediately exercisable. As of May 30, 2008, all of the shares underlying the options will be subject to vesting restrictions that lapse over time.
(8)	Includes options held by Mr. Jarvis to purchase 50,000 shares of common stock that are immediately exercisable. As of May 30, 2008, all of the shares underlying the options will be subject to vesting restrictions that lapse over time. Does not include shares held by Oak Investment Partners XI, L.P.
(9)	Includes options held by Mr. Revitz to purchase 50,000 shares of common stock that are immediately exercisable. As of May 30, 2008, all of the shares underlying the options will be subject to vesting restrictions that lapse over time.
(10)	Includes options held by Mr. Walrod to purchase 110,000 shares of common stock that are immediately exercisable. As of May 30, 2008, 86,250 of the shares underlying the options will be subject to vesting restrictions that lapse over time.
(11)	Includes options held by our directors and executive officers to purchase 1,385,000 shares of common stock that are immediately exercisable. As of May 30, 2008, 786,875 of the shares underlying the options will be subject to vesting restrictions that lapse over time.

74

CAPITAL STOCK

General

The following is a summary of the rights of our common stock and preferred stock and related provisions of our amended and restated certificate of incorporation and bylaws, as they will be in effect upon this offering’s completion. For more detailed information, see our amended and restated certificate of incorporation and bylaws, which are filed as exhibits to the registration statement of which this prospectus is part.

Immediately after this offering’s completion, our authorized capital stock will consist of shares, with a par value of $0.001 per share, of which:

•      authorized shares are designated as common stock, and

•      authorized shares are designated as preferred stock.

At March 31, 2008, we had 25,966,295 shares of common stock outstanding, held of record by 66 stockholders, assuming that all outstanding shares of preferred stock will automatically convert into 17,731,074 shares of common stock upon this offering’s completion.

Common Stock

Our common stockholders are entitled to one vote per share on all matters to be voted on by the stockholders. Subject to preferences that may be applicable to any outstanding preferred stock shares, common stockholders are entitled to receive ratably such dividends as our board may declare out of funds legally available for paying dividends. If we liquidate, dissolve, or wind up, then common stockholders are entitled to share ratably in all assets remaining after paying liabilities and the liquidation preferences to any outstanding preferred stock shares. Common stockholders have no preemptive, conversion, or subscription rights. There are no redemption provisions or sinking-fund provisions applicable to the common stock. All outstanding shares of common stock are, and all shares of common stock to be outstanding upon this offering’s completion will be, fully-paid and non-assessable.

Preferred Stock

Our board has the authority, without any further stockholder action, to issue from time to time the preferred stock in one or more series, to fix the number of shares of any such series and the designation thereof, and to fix the rights, preferences, privileges, and restrictions granted to or imposed upon such preferred stock, including dividend rights, dividend rate, conversion rights, voting rights, redemption rights and terms, redemption prices, liquidation preference, and sinking-fund terms, any or all of which may be greater than or senior to the common stock rights. Any preferred stock issuance could adversely affect the voting power of common stockholders and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. Any such issuance could have the effect of decreasing our common stock’s market price. Any preferred stock issuance, or even the ability to issue preferred stock, could have the effect of delaying, deterring, or preventing a control change. We have no present plans to issue any preferred stock shares.

Warrants

As of March 31, 2008, the following warrants to purchase shares of common stock were outstanding:

•      Silicon Valley Bank holds warrants to purchase an aggregate of 105,553 shares at an exercise price of $1.80 per share, which are fully exercisable;

•      EastWest Bank holds a warrant to purchase 94,141 shares at an exercise price of $13.2790 per share, which is fully exercisable;

75

•      United Commercial Bank holds a warrant to purchase 131,780 shares at an exercise price of $13.2790 per share, which is fully exercisable;

Each warrant contains provisions that adjust the exercise price and the number of shares issuable upon the warrant exercise upon certain stock dividends, stock splits, reclassifications, and consolidations. Each warrant holder was granted registration rights comparable to those held by preferred stockholders.

Registration Rights

Following this offering’s completion, the holders of an aggregate of           shares of our common stock, or their permitted transferees, are entitled to rights with respect to registering these shares under the Securities Act. These rights are provided under the terms of an investors’ rights agreement between us and the holders of these shares or under the terms of warrants, and include demand registration rights, S-3 registration rights, and piggy-back registration rights. We will pay all fees, costs, and expenses of underwritten registrations, and the holders of the shares being registered will pay all selling expenses, including underwriting discounts and selling commissions.

The registration rights terminate upon the earlier of three years after this offering’s completion, or, with respect to an individual holder’s registration rights, when the holder can sell all of the holder’s shares in any 90-day period under Securities Act Rule 144.

Demand Registration Rights.  The holders of an aggregate of           shares of our common stock, or their permitted transferees, are entitled to demand registration rights. We will be required, upon receiving a written request from the holders of a majority of these shares, to use commercially reasonable efforts to register all or a portion of these shares for public re-sale. We are required to make only two registrations. We are not required to make a demand registration for 180 days after this offering’s completion.

S-3 Registration Rights.  The holders of an aggregate of           shares of our common stock, or their permitted transferees, are also entitled to S-3 registration rights. If we are eligible to file a Form S-3 registration statement, then these holders have the right, upon receiving a written request from the holders of at least 30% of these shares, to register such shares at our expense.

Piggy-Back Registration Rights.  The holders of an aggregate of           shares of our common stock, or their permitted transferees, are entitled to piggy-back registration rights. If we register any of our securities either for our own account or for the account of other security holders, the holders of these shares are entitled to include their shares in the registration. The underwriters of any underwritten offering have the right to limit the number of shares registered by these holders for marketing reasons, subject to certain limitations, with respect to this offering and other registration statements we might file for ourselves or other stockholders. In addition, all of our preferred stockholders, John B. Georges, and David M. Cutrer have piggy-back registration rights in connection with this offering.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

Certain provisions of Delaware law, our certificate of incorporation, and our bylaws contain provisions that could have the effect of delaying, deferring, or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and unsatisfactory takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiating these proposals could result in an improvement of their terms.

Undesignated Preferred Stock

As discussed above, our board has the ability to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions

76

may have the effect of deferring hostile takeovers or delaying or preventing changes in our company’s control or management.

Limits on Stockholder Ability to Act by Written Consent or to Call a Special Meeting

In our certificate of incorporation, we have provided that our stockholders may not act by written consent. This limit on our stockholders’ ability to act by written consent may lengthen the time required to take stockholder actions. As a result, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a stockholder meeting called in accordance with our bylaws.

In addition, our bylaws provide that special stockholder meetings may be called only by our board’s chairperson, our chief executive officer, our president (in the absence of a chief executive officer), or our board. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including director removals.

Advance Notification Requirements For Stockholder Nominations and Proposals

Our bylaws establish advance notice procedures for stockholder proposals and nominating candidates for director elections, other than nominations made by or at the direction of our board or a board committee. However, our bylaws may have the effect of preventing certain business from being conducted at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from soliciting proxies to elect the acquirer’s own slate of directors or otherwise trying to acquire control of our company.

Board Vacancies Filled Only by Majority of Directors Then in Office

Only our board can fill vacancies and newly created seats on our board, and only our board may determine the number of directors on our board. The inability of stockholders to determine the number of directors or to fill vacancies or newly created seats on our board makes it more difficult to change our board’s composition, but these provisions promote existing management continuity.

Board Classification

Our board is divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders. For more information on the classified board, see “Management — Board of Directors.” This system for electing and removing directors may tend to discourage a third-party from making a tender offer or otherwise trying to acquire control of us, because this system generally makes it more difficult for stockholders to replace a majority of the directors.

No Cumulative Voting

The Delaware General Corporation Law provides that stockholders are not entitled to cumulate votes in director elections, unless our certificate of incorporation provides otherwise. Our certificate of incorporation and bylaws do not expressly provide for cumulative voting.

Directors Removed Only for Cause

Our certificate of incorporation provides that stockholders may remove our directors only for cause.

Delaware Anti-Takeover Statute

We are subject to Delaware General Corporation Law Section 203, which regulates corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under certain

77

circumstances, in a business combination with an interested stockholder for the three-year time period after the date on which the person became an interested stockholder, unless:

•      before the transaction date, our board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•      upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the corporation’s voting stock outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•      on or after the transaction date, the business combination is approved by the board and authorized at an annual or special stockholder meeting, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset sale, stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years before interested-stockholder status is determined, did own 15% or more of a corporation’s outstanding voting stock. We expect that this provision’s existence will have an anti-takeover effect with respect to transactions our board does not approve in advance. We also anticipate that Section 203 may also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

The provisions of Delaware law, our certificate of incorporation, and our bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. These provisions could also make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Transfer Agent and Registrar

Our common stock’s transfer agent and registrar is          . The transfer agent’s address is            and its telephone number is          .

Nasdaq Global Market Listing

We have applied to have our common stock listed on the Nasdaq Global Market under the symbol “NXTG.”

78

SHARES ELIGIBLE FOR FUTURE SALE

Before this offering, our shares of common stock have not had any public market. Future sales of substantial amounts of our shares of common stock, including shares issued upon outstanding option exercises or outstanding warrant exercises, in the public market after this offering, or the possibility that these sales will occur, could adversely affect our common stock’s prevailing market price from time to time or impair our ability to raise equity capital.

Upon this offering’s completion, a total of           shares of common stock will be outstanding. Of these shares, all           shares of common stock sold in this offering by us, plus any shares sold upon exercise of the underwriters’ over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by “affiliates,” as that term is defined in Securities Act Rule 144.

The remaining shares of common stock will be “restricted securities,” as that term is defined in Securities Act Rule 144. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Securities Act Rule 144 or Rule 701. As a result of the lock-up agreements described below and the provisions of Securities Act Rule 144 and Rule 701, these restricted securities will be available for sale in the public market as follows:

	Number of
Date	Shares
On the prospectus date
Between 90 and 180 days after the prospectus date
At various times beginning more than 180 days after the prospectus date

In addition, of the 3,220,924 shares of common stock that were subject to outstanding stock options as of March 31, 2008, options to purchase 1,313,565 shares of common stock were vested as of March 31, 2008 and will be eligible for sale 180 days after the effective date of this offering.

Lock-Up Agreements

We, all of our directors and officers, and substantially all holders of our shares of capital stock outstanding immediately before this offering have agreed that, without the prior written consent of Merrill Lynch & Co. on behalf of the underwriters, we and they will not, during the time period ending 180 days after the prospectus date:

•      offer, pledge, sell, contract to sell, sell any option, sell any contract to purchase, purchase any option, purchase any contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of our shares of common stock or any securities convertible into or exercisable or exchangeable for our shares of common stock, or

•      enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock,

whether any transaction described above is to be settled by delivery of our shares of common stock or such other securities, in cash, or otherwise. Our shares of common stock to be sold by the selling stockholders in this offering are not subject to lock-up restrictions. This agreement is subject to certain exceptions, and is also subject to extension for up to an additional 34 days, as described in the section titled “Underwriting.”

Rule 144

In general, under Securities Act Rule 144, as in effect on the date of this prospectus, a person who is not one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned shares of our common stock for at least six months would be entitled to sell an unlimited number of shares of our common stock provided current public information about us is available and, after one year, an unlimited number of shares of our common stock without restriction. Our affiliates who have beneficially owned shares

79

of our common stock for at least six months are entitled to sell within any three-month period a number of shares that does not exceed the greater of:

•      1% of the number of shares of our common stock then outstanding, which will equal approximately           shares immediately after this offering, based on the number of shares of our common stock outstanding as of March 31, 2008; or

•      the average weekly trading volume of our common stock on the Nasdaq Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Securities Act Rule 701, as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers, directors or consultants who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the prospectus date before selling their shares. However, substantially all Rule 701 shares are subject to lock-up agreements as described above and in “Underwriting” and will become eligible for sale at the expiration of those agreements.

Registration Rights

After this offering, the holders of           shares of common stock or their transferees are entitled or will be entitled to various rights with respect to registering these shares under the Securities Act. Registering these shares under the Securities Act would make these shares becoming fully tradable without any Securities Act restrictions immediately upon the registration’s effectiveness, except for shares purchased by affiliates. In addition, all of our preferred stockholders, John B. Georges, and David M. Cutrer have piggy-back registration rights in connection with this offering. See “Capital Stock — Registration Rights.”

S-8 Registration Statements

Under the Securities Act, we intend to file a Form S-8 registration statement covering all shares of common stock subject to options outstanding or reserved for issuance under our stock plans. We expect to file this registration statement as soon as practicable after this offering. However, none of the shares registered on Form S-8 will be eligible for resale until the expiration of the lock-up agreements to which they are subject.

80

MATERIAL UNITED STATES TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS

The following is a general discussion of material U.S. federal income and estate tax considerations with respect to the acquisition, ownership, and disposition of our shares of common stock applicable to non-U.S. holders. In general, a “non-U.S. holder” is any holder other than:

•      an individual citizen or resident of the United States;

•      a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;

•      an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•      a trust if (a) a court within the United States is able to exercise primary supervision over the trust administration and one or more U.S. persons have the authority to control all substantial trust decisions or (b) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Generally, an individual may be treated as a U.S. resident in any calendar year for U.S. federal income tax purposes by, among other ways, being present in the United States for at least 31 days in that calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. For this calculation, such individual would count all of the days in which he or she was present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year. For U.S. federal income tax purposes, residents are taxed as if they were U.S. citizens.

This discussion is based on current provisions of the Internal Revenue Code, final, temporary, or proposed Treasury regulations issued under the Internal Revenue Code, judicial opinions, published Internal Revenue Service, or IRS, positions, and all other applicable authorities, all of which are subject to change (possibly with retroactive effect). No ruling has been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership or disposition of our common stock, or that any such contrary position would not be sustained by a court. In this discussion, we assume that a non-U.S. holder holds our shares of common stock as a capital asset (generally property held for investment).

This discussion does not address all aspects of U.S. federal income and estate taxation that may be important to a particular non-U.S. holder in light of that non-U.S. holder’s individual circumstances, nor does this discussion address any aspects of U.S. state, local, or non-U.S. taxes. This discussion also does not consider any specific facts or circumstances that may apply to a non-U.S. holder subject to special treatment under the U.S. federal income tax laws, including, without limitation:

•      banks, insurance companies, or other financial institutions;

•      partnerships or other pass-through entities;

•      real-estate investment trusts;

•      regulated investment companies;

•      controlled foreign corporations;

•      passive foreign investment companies;

•      tax-exempt organizations;

•      tax-qualified retirement plans;

•      dealers in securities or currencies;

81

•      traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

•      certain U.S. expatriates; and

•      persons that will hold common stock as a position in a hedging transaction, “straddle,” or “conversion transaction” for tax purposes.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES OF ACQUIRING, HOLDING, AND DISPOSING OF OUR SHARES OF COMMON STOCK.

Dividends

In general, dividends that we pay, if any, to a non-U.S. holder will be subject to U.S. withholding tax at a rate of 30% of the gross amount. The withholding tax might not apply or might apply at a reduced rate under the terms of an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence. A non-U.S. holder must demonstrate such holder’s entitlement to treaty benefits by certifying, among other things, such holder’s non-resident status. A non-U.S. holder generally can meet this certification requirement by providing IRS Form W-8BEN or appropriate substitute form to us or our paying agent. Also, special rules apply if the dividends are effectively connected with a trade or business carried on by the non-U.S. holder within the United States and, if a treaty applies, are attributable to a permanent establishment of the non-U.S. holder within the United States. Dividends effectively connected with this U.S. trade or business, and, if a treaty applies, attributable to such a permanent establishment of a non-U.S. holder, generally will not be subject to U.S. withholding tax if the non-U.S. holder files certain forms, including IRS Form W-8ECI (or any successor form), with the dividend payor, and generally will be subject to U.S. federal income tax on a net-income basis, in the same manner as if the non-U.S. holder were a U.S. resident.

A non-U.S. holder that is a corporation may be subject to an additional “branch profits tax” at a rate of 30% (or a reduced rate as may be specified by an applicable income tax treaty) on the repatriation from the United States of its “effectively connected earnings and profits,” subject to certain adjustments. A non-U.S. holder of our shares of common stock eligible for a reduced U.S. withholding tax rate under an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate refund claim with the IRS.

Non-U.S. holders should consult their own tax advisors regarding their entitlements to benefits under a relevant income tax treaty.

Gain on Common Stock Sale or Other Common Stock Disposition

•      In general, a non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of the holder’s shares of our common stock, unless:

•      the gain is effectively connected with a trade or business carried on by the non-U.S. holder within the United States and, if required by an applicable income tax treaty as a condition to subjecting a non-U.S. holder to United States income tax on a net basis, the gain is attributable to a permanent establishment of the non-U.S. holder maintained in the United States, in which case a non-U.S. holder will be subject to U.S. federal income tax on any gain realized upon the sale or other disposition on a net income basis, in the same manner as if the non-U.S. holder were a United States resident; and, furthermore, the branch profits tax discussed above may also apply if the non-U.S. holder is a corporation;

•      the non-U.S. holder is an individual and is present in the United States for 183 days or more in the taxable year of disposition and certain other tests are met, in which case a non-U.S. holder will be subject to a flat 30% tax on any gain realized upon the sale or other disposition, which

82

tax may be offset by United States source capital losses (even though the individual is not considered a United States resident);

•      the non-U.S. holder is subject to tax under the Internal Revenue Code provisions regarding the taxation of U.S. expatriates; or

•      we are or have been a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the disposition and the non-U.S. holder’s holding period, although there can be no assurance that this conclusion is correct or might not change based on changed circumstances. We do not believe that we are or have been a USRPHC, and we do not anticipate becoming a USRPHC. If we have been in the past or were to become a USRPHC at any time during this period, generally gains realized upon a disposition of our shares of common stock by a non-U.S. holder that did not directly or indirectly own more than 5% of our shares of common stock during this period would not be subject to U.S. federal income tax, provided that our common stock is “regularly traded on an established securities market” (within the meaning of Internal Revenue Code Section 897(c)(3)). Our common stock will be treated as regularly traded on an established securities market during any period in which our common stock is listed on a registered national securities exchange or any over-the-counter market, including the Nasdaq Stock Market.

U.S. Federal Estate Tax

Our shares of common stock that are owned or treated as owned by an individual who is not a U.S. citizen or resident (as defined for U.S. federal estate tax purposes) at the time of death will be includible in the individual’s gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise, and therefore may be subject to U.S. federal estate tax.

Backup Withholding, Information Reporting, and Other Reporting Requirements

Generally, we must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to, and the tax withheld with respect to, each non-U.S. holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of this information also may be made available under the provisions of a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.

U.S. backup withholding tax is imposed (at a current rate of 28%) on certain payments to persons that fail to furnish the information required under the U.S. information reporting requirements. A non-U.S. holder of our shares of common stock will be subject to this backup withholding tax on dividends that we pay (if any), unless the holder certifies, under penalties of perjury, among other things, the holder’s status as a non-U.S. holder (and we or our paying agent do not have actual knowledge or reason to know the holder is a United States person) or otherwise establishes an exemption.

Under the Treasury Regulations, proceed payments from the disposition of our shares of common stock by a non-U.S. holder made to or through a U.S. office of a broker generally will be subject to information reporting and backup withholding, unless the beneficial owner certifies, under penalties of perjury, among other things, such beneficial owner’s status as a non-U.S. holder (and we or our paying agent do not have actual knowledge or reason to know that the beneficial owner is a U.S. person) or otherwise establishes an exemption. The proceed payments from the disposition of our shares of common stock by a non-U.S. holder made to or through a non-U.S. office of a broker generally will not be subject to backup withholding and information reporting, except as noted below. In the case of proceeds from a disposition of our shares of common stock by a non-U.S. holder made to or through a non-U.S. office of a broker that is:

•      a U.S. person;

•      a “controlled foreign corporation” for U.S. federal income tax purposes;

83

•      a foreign person, 50% or more of whose gross income from certain periods is effectively connected with a U.S. trade or business; or

•      a foreign partnership, if at any time during its tax year (a) one or more of the partnership’s partners are U.S. persons who, in the aggregate, hold more than 50% of the partnership’s income or capital interests or (b) the foreign partnership is engaged in a U.S. trade or business;

information reporting (but not backup withholding) will apply, unless the broker has documentary evidence in the broker’s files that the owner is a non-U.S. holder and certain other conditions are satisfied, or the beneficial owner otherwise establishes an exemption (and the broker has no actual knowledge or reason to know to the contrary).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that the required information is furnished to the Internal Revenue Service in a timely manner.

THE FOREGOING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH PROSPECTIVE HOLDER OF OUR SHARES OF COMMON STOCK SHOULD CONSULT HIS, HER, OR ITS OWN TAX ADVISER WITH RESPECT TO THE FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF ACQUIRING, OWNING, SELLING, AND OTHERWISE DISPOING OF OUR COMMON STOCK.

84

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc., RBC Capital Markets Corporation and UBS Securities LLC are acting as the representatives of the underwriters. Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as the book-running manager for this offering. Subject to the terms and conditions described in a purchase agreement between us, the selling stockholders and the underwriters, we and the selling stockholders have agreed to sell to the underwriters, and the underwriters severally have agreed to purchase from us and the selling stockholders, the number of shares listed opposite their names below.

	Number
Underwriter	of Shares
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Lehman Brothers Inc.
RBC Capital Markets Corporation
UBS Securities LLC
Total

The underwriters have agreed to purchase all the shares sold under the purchase agreement if any of these shares are purchased. If an underwriter defaults, then the purchase agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the purchase agreement may be terminated.

The purchase agreement provides that the underwriters’ obligation to purchase shares of common stock depends on the satisfaction of the conditions contained in the purchase agreement including:

•      the obligation to purchase all of the shares of common stock offered hereby (other than those shares of common stock covered by their option to purchase additional shares as described below), if any of the shares are purchased;

•      the representations and warranties made by us and the selling stockholders to the underwriters are true;

•      there is no material change in our business or the financial markets; and

•      we and the selling stockholders deliver customary closing documents to the underwriters.

We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as, and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the purchase agreement, such as the receipt by the underwriters of officers’ certificates and legal opinions. The underwriters reserve the right to withdraw, cancel, or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The representatives have advised us that the underwriters propose initially to offer the shares to the public at the initial public offering price on the cover page of this prospectus and to dealers at that price less a concession not in excess of $      per share. The underwriters may allow, and the dealers may re-allow, a discount not in excess of $      per share to other dealers. After the initial public offering, the public offering price, concession, and discount may be changed.

85

The following table shows the public offering price, underwriting discount and proceeds before expenses to us and to the selling stockholders. The information assumes either no exercise or full exercise by the underwriters of their overallotment option.

	Per	Without	With
	Share	Option	Option
Public offering price	$	$	$
Underwriting discounts and commissions	$	$	$
Proceeds, before expenses, to us	$	$	$
Proceeds, before expenses, to the selling stockholders	$	$	$

We estimate that this offering’s expenses, not including the underwriting discount, will be $      million. We expect to pay all such offering expenses.

Overallotment Option

We have granted an option to the underwriters to purchase up to           additional shares at the public offering price less the underwriting discount. The underwriters may exercise this option for 30 days from the prospectus date solely to cover any overallotments. If the underwriters exercise this option, then each will be obligated, subject to conditions contained in the purchase agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

No Sales of Similar Securities

We, our executive officers and directors, and substantially all of our existing stockholders have agreed, with exceptions, not to sell or transfer any common stock for 180 days after the prospectus date without first obtaining the written consent of the representatives. Specifically, we and these other individuals have agreed not to directly or indirectly:

•      offer, pledge, sell, or contract to sell any common stock;

•      sell any option or contract to purchase any common stock;

•      purchase any option or contract to sell any common stock;

•      grant any option, right, or warrant for the sale of any common stock;

•      lend or otherwise dispose of or transfer any common stock;

•      request or demand that we file a registration statement related to the common stock;

•      enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise; or

•      publicly disclose the intention to do any of the foregoing.

This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. In the event that either (a) during the last 17 days of the 180-day period referred to above, we issue an earnings release or material news or a material event relating to the company occurs or (b) before the expiration of the 180-day restricted period, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

86

Nasdaq Global Market Listing

We expect the shares to be listed on the Nasdaq Global Market, subject to notice of issuance, under the symbol “NXTG.”

Offering Price Determination

Before this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations between us and the representatives and lead managers. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are:

•      the valuation multiples of publicly-traded companies that the representatives and the lead managers believe to be comparable to us;

•      our financial information;

•      the history of, and the prospects for, our company and the industry in which we compete;

•      an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenue;

•      the present state of our development; and

•      the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible that, after the offering, the shares will not trade in the public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Price Stabilization, Short Positions, and Penalty Bids

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix, or maintain that price.

In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales, and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares in the offering. The underwriters may close out any covered short position by either exercising their overallotment option or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the overallotment option. “Naked” short sales are sales in excess of the overallotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market before the completion of the offering.

The representatives may also impose a penalty bid on underwriters and selling group members. This means that, if the representatives purchase shares in the open market to reduce the underwriter’s short position or to stabilize the price of such shares, they may reclaim the amount of the selling concession from the

87

underwriters and selling group members who sold those shares. The imposition of a penalty bid may also affect the price of the shares in that it discourages re-sales of those shares.

Neither we nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither we nor any of the underwriters makes any representation that the representatives or the lead managers will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters and/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the representatives on the same basis as other allocations.

Other than the prospectus in electronic format, the information on any underwriter’s or selling group member’s web site and any information contained in any other web site maintained by an underwriter or selling group member is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter or selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

Stamp Taxes

If you purchase shares of common stock offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

Other Relationships

Merrill Lynch Capital Corporation, an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, holds 1,110,777 shares of our Series C Preferred Stock. Merrill Lynch, Pierce, Fenner & Smith Incorporated may, from time to time, effect transactions in our securities for its own account in the ordinary course of business. Some of the underwriters and their affiliates have engaged in, and may engage in, investment banking and other commercial dealings in the ordinary course of business with us. They may have received, or will receive, customary fees and commissions for these transactions.

88

SELLING RESTRICTIONS

Australia

This offering circular is not a formal disclosure document and has not been lodged with the Australian Securities and Investments Commission (“ASIC”). It does not purport to contain all information that an investor or their professional advisers would expect to find in a prospectus for the purposes of Chapter 6D.2 of the Australian Corporations Act 2001 (Act) in relation to the securities or our company.

This offering circular is not an offer to retail investors in Australia generally. Any offer of securities in Australia is made on the condition that the recipient is a “sophisticated investor” within the meaning of section 708(8) of the Act or a “professional investor” within the meaning of section 708(11) of the Act, or on condition that the offer to that recipient can be brought within the exemption for ’Small-Scale Offerings’ (within the meaning of section 708(1) of the Act). If any recipient does not satisfy the criteria for these exemptions, no applications for securities will be accepted from that recipient. Any offer to a recipient in Australia, and any agreement arising from acceptance of the offer, is personal and may only be accepted by the recipient.

If a recipient on-sells their securities within 12 months of their issue, that person will be required to lodge a disclosure document with ASIC unless either:

•      the sale is pursuant to an offer received outside Australia or is made to a “sophisticated investor” within the meaning of 708(8) of the Act or a “professional investor” within the meaning of section 708(11) of the Act; or

•      it can be established that our company issued, and the recipient subscribed for, the securities without the purpose of the recipient on-selling them or granting, issuing or transferring interests in, or options or warrants over them.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) there have been and will be no offers of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall result in a requirement for the publication by the company or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient

89

information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Germany

Any offer or solicitation of shares of common stock within Germany must be in full compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz — WpPG). The offer and solicitation of securities to the public in Germany requires the approval of the prospectus by the German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht — BaFin). This prospectus has not been and will not be submitted for approval to the BaFin. This prospectus does not constitute a public offer under the German Securities Prospectus Act (Wertpapierprospektgesetz). This prospectus and any other document relating to the shares of common stock, as well as any information contained therein, must therefore not be supplied to the public in Germany or used in connection with any offer for subscription of the shares of common stock to the public in Germany, any public marketing of the shares of common stock or any public solicitation for offers to subscribe for or otherwise acquire the shares of common stock. The prospectus and other offering materials relating to the offer of the shares of common stock are strictly confidential and may not be distributed to any person or entity other than the designated recipients hereof.

Hong Kong

Our securities may not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made under that Ordinance or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32, Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to our securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to our securities which are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) or any rules made under that Ordinance. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this offering circular, you should obtain independent professional advice.

India

This offering circular has not been and will not be registered as a prospectus with the Registrar of Companies in India. This offering circular or any other material relating to these securities may not be circulated or distributed, directly or indirectly, to the public or any members of the public in India. Further, persons into whose possession this offering circular comes are required to inform themselves about and to observe any such restrictions. Each prospective investor is advised to consult its advisors about the particular consequences to it of an investment in these securities. Each prospective investor is also advised that any investment in these securities by it is subject to the regulations prescribed by the Reserve Bank of India and the Foreign Exchange Management Act and any regulations framed thereunder.

Italy

The offering of the shares of common stock has not been registered with the Commissione Nazionale per le Società e la Borsa (“CONSOB”), in accordance with Italian securities legislation. Accordingly, the shares of common stock may not be offered or sold, and copies of this offering document or any other document relating to the shares of common stock may not be distributed in Italy except to Qualified Investors, as defined in Article 2, paragraph 2, letter e), (i), (ii) and (iii) of EU Directive 2003/71/EC or in any other circumstance where an express exemption to comply with public offering restrictions provided by Legislative

90

Decree no. 58 of February 24, 1998 (the “Consolidated Financial Act”) or CONSOB Regulation no. 11971 of May 14, 1999, as amended (the “Issuers’ Regulation”) applies, including those provided for under Article 100 of the Finance Law and Article 33 of the Issuers Regulation, and provided, however, that any such offer or sale of the shares of common stock or distribution of copies of this offering document or any other document relating to the shares of common stock in Italy must (i) be made in accordance with all applicable Italian laws and regulations, (ii) be conducted in accordance with any relevant limitations or procedural requirements that CONSOB may impose upon the offer or sale of the shares of common stock, and (iii) be made only by (a) banks, investment firms or financial companies enrolled in the special register provided for in Article 107 of Legislative Decree no. 385 of September 1, 1993, to the extent duly authorized to engage in the placement and/or underwriting of financial instruments in Italy in accordance with the Consolidated Financial Act and the relevant implementing regulations; or (b) foreign banks or financial institutions (the controlling shareholding of which is owned by one or more banks located in the same EU Member State) authorized to place and distribute securities in the Republic of Italy pursuant to Articles 15, 16 and 18 of the Banking Act, in each case acting in compliance with all applicable laws and regulations.

Japan

Our securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 as amended, the FIEL), and we will not offer or sell any of our securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.

Korea

Our securities may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the Securities and Exchange Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. Our securities have not been registered with the Financial Supervisory Commission of Korea for public offering in Korea. Furthermore, our securities may not be resold to Korean residents unless the purchaser of our securities complies with all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of our securities.

People’s Republic of China

This offering circular may not be circulated or distributed in the PRC and our securities may not be offered or sold, and we will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC, except pursuant to applicable laws and regulations of the PRC. For the purpose of this paragraph, PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Singapore

This offering circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this offering circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our securities may not be circulated or distributed, nor may our securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Future Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275 (1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

91

Switzerland

This document does not constitute a prospectus within the meaning of Art. 652a of the Swiss Code of Obligations. The shares of common stock of NextG Networks, Inc. may not be sold directly or indirectly in or into Switzerland except in a manner which will not result in a public offering within the meaning of the Swiss Code of Obligations. Neither this document nor any other offering materials relating to the shares of common stock may be distributed, published or otherwise made available in Switzerland except in a manner which will not constitute a public offer of the shares of common stock of NextG Networks, Inc. in Switzerland.

United Kingdom

This Offering Document has been prepared on the basis that all offers of shares of common stock will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area (“EEA”), from the requirement to produce a prospectus for offers of shares of common stock. Accordingly any person making or intending to make any offer within the EEA of shares of common stock which are the subject of the placement contemplated in this Offering Document should only do so in circumstances in which no obligation arises for the NextG Networks, Inc. or any of the Underwriters to produce a prospectus for such offer. Neither NextG Networks, Inc. nor the Underwriters have authorized, nor do they authorize, the making of any offer of shares of common stock through any financial intermediary, other than offers made by the Underwriters which constitute the final placement of shares of common stock contemplated in this Offering Document. The Underwriters have communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by them in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the company. The Underwriters have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

92

LEGAL MATTERS

Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California, will pass upon the validity of the shares of common stock that are to be sold in this offering. Certain members of, investment partnerships comprised of members of, and persons associated with, Wilson Sonsini Goodrich & Rosati beneficially hold an aggregate of 27,778 shares of our common stock, which represents less than 0.5% of our outstanding shares of common stock. Dewey & LeBoeuf LLP, New York, New York is counsel to the underwriters in connection with the offering.

EXPERTS

The consolidated financial statements as of December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, included in this Prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph referring to the adoption of Financial Accounting Standards Board Statement No. 123 (revised 2004), Share-Based Payment, effective on January 1, 2006). Such consolidated financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Under the Securities Act, we have filed with the SEC a Form S-1 registration statement for the shares of common stock available in this offering, and we have also filed with the SEC corresponding exhibits and schedules. This prospectus, which constitutes a part of the registration statement, does not contain all of the information that is contained in the registration statement or any of the corresponding exhibits and schedules that we filed with the registration statement. For further information about us and the common stock offered by this prospectus, we refer you to the registration statement and to our corresponding filed exhibits and schedules. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by the full text of such contract or other document that we filed as an exhibit to the registration statement. Without charge, you can inspect a copy of our registration statement and our corresponding filed exhibits and schedules at the SEC’s public reference room, which is located at 100 F Street, N.E., Room 1580, Washington, DC 20549, and you can also receive copies of all or any part of our registration statement from the SEC’s offices upon paying the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for more information about the public reference room. The SEC also maintains an internet web site that contains reports, proxy statements, information statements, and other information about registrants that file electronically with the SEC. The SEC internet website address is www.sec.gov.

Upon this offering’s completion, we will be subject to the information reporting requirements of the Exchange Act, and we intend to file reports, proxy statements, and other information with the SEC.

93

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Stockholders’ Equity and Comprehensive Loss		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

NextG Networks, Inc.:

We have audited the accompanying consolidated balance sheets of NextG Networks, Inc. and subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and comprehensive loss, and cash flows for the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of NextG Networks, Inc. and subsidiaries at December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Company adopted Financial Accounting Standards Board Statement No. 123 (revised 2004), Share-Based Payment, effective January 1, 2006.

/s/ Deloitte & Touche LLP

San Jose, California

March 28, 2008

F-2

NEXTG NETWORKS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2006 AND 2007, AND MARCH 31, 2008 (UNAUDITED)

										Pro Forma
	December 31,						March 31,			March 31, 2008
	2006			2007			2008			(See Note 1)
							(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	16,562,196		$	64,869,947		$	38,870,704
Restricted cash — current		10,000			10,000			345,000
Short-term investments		1,450,650			2,001,340			1,004,060
Accounts receivable — net of allowance of zero, $97,515, and $61,658 in December 31, 2006 and 2007, and March 31, 2008 (unaudited), respectively		3,263,477			7,458,348			21,175,041
Prepaid expenses and other current assets		571,879			578,277			728,314
Total current assets		21,858,202			74,917,912			62,123,119
NETWORK ASSETS — Net		46,060,129			75,496,196			77,538,585
CONSTRUCTION IN PROGRESS — Network assets		10,232,928			56,382,835			86,513,161
PROPERTY AND EQUIPMENT — Net		487,138			1,063,815			1,075,504
INTANGIBLE ASSETS — Net		889,894			575,813			497,293
OTHER NONCURRENT ASSETS		13,142			—			1,575,799
TOTAL	$	79,541,433		$	208,436,571		$	229,323,461
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	5,361,374		$	12,448,060		$	11,622,099
Accrued compensation and benefits		472,862			500,906			535,732
Other current liabilities		432,416			7,080,066			3,606,822
Deferred revenue — current		6,193,429			9,859,604			11,939,305
Bank loan — current		—			10,000,000			—
Total current liabilities		12,460,081			39,888,636			27,703,958
DEFERRED REVENUE		55,362,654			131,682,855			156,518,202
Total liabilities		67,822,735			171,571,491			184,222,160
COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS’ EQUITY:
Preferred stock — Series A, $0.001 par value — authorized, 6,012,025 shares; issued and outstanding, 5,906,472 shares at December 31, 2006 and 2007 and March 31, 2008 (unaudited); total liquidation preference of $10,631,650; no shares issued and outstanding pro forma (unaudited)		5,907			5,907			5,907			—
Preferred stock — Series B, $0.001 par value — authorized, issued, and outstanding, 8,793,497 shares at December 31, 2006 and 2007 and March 31, 2008 (unaudited); total liquidation preference of $26,028,751; no shares issued and outstanding pro forma (unaudited)		8,794			8,794			8,794			—
Preferred stock — Series C, $0.001 par value — authorized, 3,750,000 shares; issued and outstanding, 2,503,957 shares at December 31, 2007 and 3,031,105 shares at March 31, 2008 (unaudited); total liquidation preference of $39,900,054 at December 31, 2007 and $48,300,052 at March 31, 2008 (unaudited); no shares issued and outstanding pro forma (unaudited)		—			2,504			3,031			—
Common stock, $0.001 par value — authorized, 40,000,000 shares; issued and outstanding 7,478,659, 8,110,221, and 8,235,221 shares at December 31, 2006 and 2007 and March 31, 2008 (unaudited), respectively; 25,966,295 shares issued and outstanding pro forma (unaudited)		7,478			8,109			8,234			25,966
Additional paid-in capital		32,531,211			62,952,194			71,854,456			71,854,456
Accumulated other comprehensive income		1,281			880			2,221			2,221
Accumulated deficit		(20,835,973	)		(26,113,308	)		(26,781,342	)		(26,781,342	)
Total stockholders’ equity		11,718,698			36,865,080			45,101,301			45,101,301
TOTAL	$	79,541,433		$	208,436,571		$	229,323,461

See notes to consolidated financial statements.

F-3

NEXTG NETWORKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2006, AND 2007, AND
THREE MONTHS ENDED MARCH 31, 2007 AND 2008 (UNAUDITED)

										Three Months
	Years Ended December 31,									Ended March 31,
	2005			2006			2007			2007			2008
										(unaudited)
REVENUE	$	4,608,982		$	6,693,182		$	14,223,655		$	2,975,220		$	4,465,347
OPERATING EXPENSES:
Cost of operations		210,422			2,163,947			3,486,686			643,099			852,584
Depreciation and amortization of network assets		2,123,330			2,680,986			7,552,943			1,613,953			2,243,924
Sales and marketing		3,047,718			3,208,949			3,332,191			858,218			851,508
Research and development		650,243			899,958			505,814			133,059			124,741
General and administrative		4,284,406			4,762,882			4,994,649			1,073,301			1,148,292
Depreciation of property and equipment		231,305			298,237			426,089			73,061			140,186
Total operating expenses		10,547,424			14,014,959			20,298,372			4,394,691			5,361,235
OPERATING LOSS		(5,938,442	)		(7,321,777	)		(6,074,717	)		(1,419,471	)		(895,888	)
INTEREST INCOME AND OTHER, NET		704,999			921,912			993,762			190,233			332,907
INTEREST EXPENSE		(35,756	)		(3,661	)		(196,380	)		(111,105	)		(105,053	)
LOSS BEFORE INCOME TAXES		(5,269,199	)		(6,403,526	)		(5,277,335	)		(1,340,343	)		(668,034	)
PROVISION FOR INCOME TAXES		—			—			—			—			—
NET LOSS	$	(5,269,199	)	$	(6,403,526	)	$	(5,277,335	)	$	(1,340,343	)	$	(668,034	)
Net loss per share available to common stockholders — basic and diluted	$	(0.72	)	$	(0.87	)	$	(0.66	)	$	(0.17	)	$	(0.08	)
Weighted average common shares outstanding		7,276,227			7,338,649			7,958,664			7,672,409			8,208,138
Pro forma basic and diluted net loss per share (see Note 2)							$	(0.23	)				$	(0.03	)
Weighted average common shares used to compute pro forma basic and diluted net loss per share								22,728,187						25,791,945

See notes to consolidated financial statements.

F-4

NEXTG NETWORKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2005, 2006, AND 2007, AND THREE MONTHS ENDED MARCH 31, 2008 (UNAUDITED)

	Series A				Series B				Series C								Additional			Other						Total
	Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Paid-in			Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Income			Deficit			Equity
BALANCE — January 1, 2005		5,906,472	$	5,907		7,787,162	$	7,787		—	$	—		7,173,376	$	7,173	$	29,380,757		$	—		$	(9,163,248	)	$	20,238,376
Employee option exercises														83,226		83		14,897									14,980
Issuance of Series B preferred stock — less issuance costs of $1,575						506,757		507										1,497,919									1,498,426
Issuance of common stock in acquisition of assets														60,599		61		36,299									36,360
Issuance of Series B preferred stock in acquisition of assets						499,578		500										1,478,251									1,478,751
Issuance of stock options in acquisition of assets																		14,578									14,578
Compensation related to stock options granted to nonemployees																		14,254									14,254
Comprehensive loss:
Net loss																								(5,269,199	)		(5,269,199	)
Unrealized gain																					14,470						14,470
Comprehensive loss																											(5,254,729	)
BALANCE — December 31, 2005		5,906,472		5,907		8,793,497		8,794		—		—		7,317,201		7,317		32,436,955			14,470			(14,432,447	)		18,040,996
Employee option exercises														161,458		161		31,526									31,687
Stock compensation expense																		62,730									62,730
Comprehensive loss:
Net loss																								(6,403,526	)		(6,403,526	)
Unrealized loss																					(13,189	)					(13,189	)
Comprehensive loss																											(6,416,715	)
BALANCE — December 31, 2006		5,906,472		5,907		8,793,497		8,794		—		—		7,478,659		7,478		32,531,211			1,281			(20,835,973	)		11,718,698
Employee option exercises														631,562		631		205,668									206,299
Stock compensation expense																		313,357									313,357
Issuance of Series C preferred stock — less issuance costs of $101,495										2,503,957		2,504						33,146,046									33,148,550
Dividend declared																		(3,244,088	)								(3,244,088	)
Comprehensive loss:
Net loss																								(5,277,335	)		(5,277,335	)
Unrealized loss																					(401	)					(401	)
Comprehensive loss																											(5,277,736	)
BALANCE — December 31, 2007		5,906,472		5,907		8,793,497		8,794		2,503,957		2,504		8,110,221		8,109		62,952,194			880			(26,113,308	)		36,865,080
Employee option exercises*														125,000		125		22,620									22,745
Stock compensation expense*																		199,319									199,319
Issuance of Series C preferred stock*										527,148		527						6,999,471									6,999,998
Issuance of preferred stock warrants for line of credit facility*																		1,680,852									1,680,852
Comprehensive loss:*
Net loss*																								(668,034	)		(668,034	)
Unrealized gain*																					1,341						1,341
Comprehensive loss*																											(666,693	)
BALANCE — March 31, 2008*		5,906,472	$	5,907		8,793,497	$	8,794		3,031,105	$	3,031		8,235,221	$	8,234	$	71,854,456		$	2,221		$	(26,781,342	)	$	45,101,301

* Unaudited

See notes to consolidated financial statements.

F-5

NEXTG NETWORKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2006, AND 2007, AND
THREE MONTHS ENDED MARCH 31, 2007 AND 2008 (UNAUDITED)

	Year Ended December 31,									Three Months Ended March 31,
	2005			2006			2007			2007			2008
										(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,269,199	)	$	(6,403,526	)	$	(5,277,335	)	$	(1,340,343	)	$	(668,034	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		2,354,635			2,979,223			7,979,032			1,687,014			2,384,109
Loss on disposal of property and equipment		—			—			15,985			—			—
Provision (benefit) for doubtful accounts		(15,860	)		—			97,515			—			(35,857	)
Stock compensation expense		14,254			31,479			116,142			17,535			79,732
Noncash interest expense		14,774			—			—			—			105,053
Changes in operating assets and liabilities:
Accounts receivable		4,167,842			(3,062,953	)		(4,292,386	)		(2,509,878	)		(13,680,836	)
Prepaid expenses and other current assets		(308,943	)		53,445			(6,398	)		281,768			(150,037	)
Other noncurrent assets		—			—			13,142			—			—
Accounts payable		143,361			377,810			2,386,964			(572,826	)		(2,394,636	)
Accrued compensation and benefits		71,222			127,894			28,044			(98,153	)		34,826
Other current liabilities		(432,563	)		(24,328	)		1,102,247			303,664			1,274,409
Deferred revenue		6,368,792			37,142,355			79,986,376			6,830,764			26,915,047
Net cash provided by operating activities		7,108,315			31,221,399			82,149,328			4,599,545			13,863,776
CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of network constructions		(7,557,924	)		(34,674,331	)		(75,658,637	)		(20,108,172	)		(34,112,595	)
Purchases of property and equipment		(300,723	)		(238,917	)		(986,698	)		(51,574	)		(192,700	)
Acquisition of assets and related costs		(584,943	)		—			—			—			—
Restricted cash		35,000			10,000			—			—			(335,000	)
Purchases of short-term investments		(11,104,397	)		(7,255,869	)		(2,989,475	)		(514,866	)		(1,004,060	)
Proceeds from sales of short-term investments		6,327,699			11,053,198			2,438,384			1,450,650			2,002,681
Net cash used in investing activities		(13,185,288	)		(31,105,919	)		(77,196,426	)		(19,223,962	)		(33,641,674	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock — Series B — net		1,498,426			—			—			—			—
Proceeds from issuance of preferred stock — Series C — net		—			—			33,148,550			—			6,999,998
Proceeds from bank loan		—			—			10,000,000			10,000,000
Payment of bank loan		—			—			—			—			(10,000,000	)
Payment of dividends		—			—			—			—			(3,244,088	)
Proceeds from exercise of stock options		14,980			31,687			206,299			120,000			22,745
Repayments of long-term debt		(281,813	)		—			—			—			—
Net cash provided by (used in) financing activities		1,231,593			31,687			43,354,849			10,120,000			(6,221,345	)

(Continued)

F-6

NEXTG NETWORKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

								Three Months Ended
	Year Ended December 31,							March 31,
	2005			2006		2007		2007			2008
								(unaudited)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	$	(4,845,380	)	$	147,167	$	48,307,751	$	(4,504,417	)	$	(25,999,243	)
CASH AND CASH EQUIVALENTS — Beginning of period		21,260,409			16,415,029		16,562,196		16,562,196			64,869,947
CASH AND CASH EQUIVALENTS — End of period	$	16,415,029		$	16,562,196	$	64,869,947	$	12,057,779		$	38,870,704
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION — Cash paid for interest	$	20,983		$	3,661	$	806,585	$	186,666		$	15,556
NONCASH INVESTING AND FINANCING ACTIVITIES:
Purchases of computers and equipment paid after the period-end	$	—		$	37,618	$	69,670	$	16,620		$	28,846
Cost of network constructions paid after the period-end	$	1,097,061		$	4,481,155	$	11,450,140	$	4,799,550		$	12,593,473
Fixed assets acquired in exchange of capital stock	$	178,925		$	—	$	—	$	—		$	—
Intangible asset acquired in exchange of capital stock	$	1,465,706		$	—	$	—	$	—		$	—
Issuance of common stock in acquisition of assets	$	36,360		$	—	$	—	$	—		$	—
Issuance of stock option in acquisition of assets	$	14,578		$	—	$	—	$	—		$	—
Issuance of preferred stock warrants for line of credit facility	$	—		$	—	$	—	$	—		$	1,680,852

(Concluded)

See notes to consolidated financial statements.

F-7

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005, 2006, AND 2007, AND

THREE MONTHS ENDED MARCH 31, 2007 AND 2008 (UNAUDITED)

1.   BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NextG Networks, Inc. (the “Company”) is a provider of wireless infrastructure solutions that enhance network coverage, capacity, and performance for wireless carriers in the United States. The Company provides these wireless solutions by designing, permitting, building, operating, and managing distributed antenna systems, (“DAS”). The DAS systems are deployed by attaching individual radio-frequency equipment to existing public-rights-of-way infrastructure, such as utility poles and street lights, and then connecting the DAS sites to a wireless carrier’s network using high-capacity fiber-optic cables. The Company has legally-enforceable rights under the Telecommunications Act of 1996 to attach its fiber and equipment to DAS sites on existing public-right-of-way infrastructure on fair, reasonable, and non-discriminatory terms in 31 states. The DAS systems are deployed in areas where zoning restrictions, space constraints, local community resistance, or topographic barriers might otherwise delay, restrict, or prevent building or expanding traditional wireless sites, such as towers and rooftop sites.

Basis of Presentation — The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of intercompany accounts and transactions.

Unaudited Interim Financial Information — The accompanying consolidated balance sheet as of March 31, 2008, the consolidated statements of operations and cash flows for the three months ended March 31, 2007 and 2008 and the consolidated statements of stockholders’ equity for the three months ended March 31, 2008 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations and cash flows for the three months ended March 31, 2007 and 2008. The financial data and other information disclosed in these notes to the consolidated financial statements related to the three-month periods are unaudited. The results of the three months ended March 31, 2008 are not necessarily indicative of the results to be expected for the year ending December 31, 2008 or for any other interim period or for any other future year.

Unaudited Pro Forma Balance Sheet Data — If the initial public offering is completed under the presently anticipated terms, all of the Company’s convertible preferred stock outstanding as of March 31, 2008, will automatically convert into 17,731,074 shares of common stock and all outstanding warrants to purchase convertible preferred stock will either become warrants to purchase common stock or be exercised on a cashless basis resulting in the net issuance of common stock upon the closing of the offering. Certain unaudited pro forma balance sheet data, as adjusted for the assumed conversion of the convertible preferred stock is set forth on the accompanying consolidated balance sheet as of March 31, 2008. Shares of the Company’s common stock issuable upon the exercise of outstanding warrants, including as a result of the exercise on a cashless basis of certain of these warrants prior to the closing of this offering, are not reflected in the accompanying pro forma balance sheet data.

Use of Estimates — The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates, and such differences could be material to the accompanying consolidated financial statements. These estimates and assumptions include the collectibility of accounts receivable; recoverability of network assets and property, plant, and equipment; determination of fair value of stock awards issued and stock-based compensation; realizability of deferred income tax assets; accruals; and other factors.

F-8

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash and Cash Equivalents — All highly liquid debt investments purchased with a remaining maturity of three months or less are considered cash and cash equivalents.

Restricted Cash — Restricted cash represents amounts held as collateral for the bonds required by municipalities or utilities in the event of default.

Concentrations of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash equivalents, short-term investments, and trade receivables. The Company invests cash, which is not required for immediate operating needs, primarily in highly liquid investment-grade instruments that bear minimal risk. The Company is exposed to credit risk in the event of default by the financial institutions or issuers of investments to the extent of amounts recorded on the balance sheets.

For the years ended December 31, 2005, 2006, and 2007, and three months ended March 31, 2007 and 2008 (unaudited), the following customers accounted for more than 10% of revenue:

	Years Ended December 31,									Three Months Ended March 31,
	2005			2006			2007			2007			2008
										(Unaudited)
Customer A		92	%		87	%		46	%		51	%		40	%
Customer B		—			5			34			39			27
Customer C		—			—			10			—			23

The following customers accounted for more than 10% of accounts receivable and deferred revenue at December 31, 2006 and 2007, and March 31, 2008:

	December 31,												March 31,
	2006						2007						2008
	Accounts			Deferred			Accounts			Deferred			Accounts			Deferred
	Receivable			Revenue			Receivable			Revenue			Receivable			Revenue
													(Unaudited)
Customer A		18	%		32	%		14	%		17	%		2	%		15	%
Customer B		34			39			60			19			2			16
Customer C		12			19			22			57			84			63
Customer D		23			4			—			2			1			2
Customer E		13			4			4			4			11			4

Short-Term Investments — Short-term investments consist of corporate debt and equity securities. Corporate debt securities mature between three and 12 months. All of the Company’s debt and marketable equity securities are classified as available for sale. These securities are carried at fair value with the unrealized gains and losses, net of taxes, reported as a component of stockholders’ equity.

F-9

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s available-for-sale securities recorded as cash and cash equivalents or short-term investments at December 31, 2006 and 2007, and March 31, 2008 (unaudited), are as follows:

			Unrealized					Cash and
			Gains			Recorded		Cash		Short-Term
	Cost Basis		(Losses)			Basis		Equivalents		Investments
At December 31, 2006:
Cash	$	426,570	$	—		$	426,570	$	426,570	$	—
CD and money market funds		10,580,249		—			10,580,249		10,580,249		—
Commercial paper		5,478,006		943			5,478,949		5,180,452		298,497
Corporate notes and bonds		375,229		(304	)		374,925		374,925		—
U.S. government securities		1,151,511		642			1,152,153		—		1,152,153
Total	$	18,011,565	$	1,281		$	18,012,846	$	16,562,196	$	1,450,650
At December 31, 2007:
Cash	$	363,076	$	—		$	363,076	$	363,076	$	—
CD and money market funds		56,326,911		—			56,326,911		56,326,911		—
Commercial paper		996,415		(15	)		996,400		996,400		—
Corporate notes and bonds		999,868		(88	)		999,780		—		999,780
U.S. government securities		8,184,137		983			8,185,120		7,183,560		1,001,560
Total	$	66,870,407	$	880		$	66,871,287	$	64,869,947	$	2,001,340

At March 31, 2008 (Unaudited):
Cash	$	1,382,854	$	—		$	1,382,854	$	1,382,854	$	—
CD and money market funds		28,246,139		—			28,246,139		28,246,139		—
Commercial paper		6,645,770		(1,219	)		6,644,551		6,644,551		—
U.S. government securities		3,597,780		3,440			3,601,220		2,597,160		1,004,060
Total	$	39,872,543	$	2,221		$	39,874,764	$	38,870,704	$	1,004,060

Revenue Recognition — Revenue is recognized on a monthly basis over the fixed term of the customer contract. The typical customer contract involves construction of the DAS system and monthly transport services over the contract term. The construction period is generally one year. Under the contracts, the Company receives initial capital payments and payments for equipment sales during the construction period. These payments are included in deferred revenue when received, and then, upon deployment of a constructed DAS system, recognized as revenue ratably over the contract term. Upon completing construction and deploying the DAS system, the Company receives monthly payments over the entire contract term with the monthly rates generally increasing 3% annually. The monthly payments are recognized in the period to which the payment relates. The Company recognizes revenue for these contracts under Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition (“SAB No. 104”) and the Emerging Issues Task Force (“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. These contracts include three elements — capital payments during the construction year, equipment sales, and monthly transport services. These elements do not qualify for treatment as separate units of accounting under EITF No. 00-21 as the delivered items have no separable value on a stand-alone basis, and there is no objective evidence of fair value of the undelivered elements. Therefore, revenue under these contracts is deferred and recognized over the contractual life, which ranges from five to 15 years. Our revenue also includes on-going maintenance and time-and-material maintenance fees, which are recognized as the services are rendered.

F-10

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cost of Operations — Cost of operations is primarily composed of costs related to fiber ownership, cost of maintaining our network assets, and, in certain circumstances, maintaining our customers’ equipment attached to our DAS-system assets, costs of network monitoring, salaries and benefits of monitoring and maintenance personnel, and allocated overhead.

Network Assets — Network assets represent fiber assets owned by the Company and deferred cost of customer equipment associated with designing and building each operable DAS system. The fiber assets are depreciated and deferred cost of customer equipment is amortized over the term of the customer contract, which ranges from five to 15 years.

Property and Equipment — Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method, and the cost is amortized over the estimated useful lives of the respective assets, generally three years.

Construction in Progress — Construction in progress includes costs to design and build network assets, which are not yet completed.

Intangible Assets — Intangible assets consist of patents that are amortized using the straight-line method over their estimated period of benefit, which is 4.7 years. The Company evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or indicate that impairment exists. All recorded intangible assets are subject to amortization. No impairments of intangible assets have been identified.

Other Non-Current Assets — Other assets include net deferred financing costs of $1,575,799 (unaudited) as of March 31, 2008 and zero as of December 31, 2007 and 2006. (see Note 8).

Income Taxes — The consolidated financial statements reflect provisions for federal, state, and local income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and noncurrent based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company adopted Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, on January 1, 2007. See Note 10 to the Company’s consolidated financial statements.

Advertising Expense — The Company expenses the costs of advertising as incurred. Advertising expense was $25,622, $57,528, $27,073, and $6,190 and $330 for the years ended December 31, 2005, 2006, and 2007, and three months ended March 31, 2007 and 2008 (unaudited), respectively.

Stock-Based Compensation — Effective January 1, 2006, the Company adopted FASB Statement No. 123 (revised 2004), Share-Based Payment, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values recognized over the requisite service period. Prior to adoption of FASB Statement No. 123(R), the Company accounted for stock-based compensation awards issued to its employees using the intrinsic value measurement provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and complied with the disclosure requirements of FASB Statement No. 123, Accounting for Stock-Based Compensation. The Company accounts for stock-based awards

F-11

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

to non-employees in accordance with EITF Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services, and FASB Statement No. 123(R).

The Company adopted FASB Statement No. 123(R) using the prospective transition method, which is applied to new awards and to awards modified, repurchased, or canceled after the adoption date of January 1, 2006. For options granted on or after January 1, 2006, and valued in accordance with FASB Statement No. 123(R), the Company uses the straight-line method for expense attribution.

The fair value of options granted on or after January 1, 2006, is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, an assumed risk-free interest rate, and the estimated forfeitures of unvested stock options. To the extent actual results differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. The Company uses the simplified calculation of expected life described in SAB No. 107 and volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Expected forfeitures are based on the Company’s historical experience.

Accounting for Impairment of Long-Lived Assets — The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell.

Net Loss per Share — Basic and diluted net loss per share is presented in accordance with SFAS No. 128, Earnings per Share. Basic net loss per share is computed by dividing consolidated net loss by the weighted average number of shares of common stock outstanding during each period. Diluted net loss per share includes the impact of the Company’s outstanding potential shares of common stock, such as outstanding common stock options, redeemable convertible preferred stock and warrants to purchase redeemable convertible preferred stock. The Company’s potentially dilutive securities are not included in the computation of diluted net loss per share when the result would be anti-dilutive.

Comprehensive Income (Loss) — Comprehensive income (loss) is reported in the accompanying consolidated statements of stockholders’ equity and comprehensive loss as a component of accumulated deficit and consists of net income (loss) and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income (loss). For the years ended December 31, 2005, 2006, and 2007, the Company’s comprehensive loss comprises net loss and unrealized gain (loss) on investments.

Fair Value of Financial Instruments  — The Company’s financial instruments include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, certain other accrued liabilities, and debt. The carrying amounts of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, other accrued liabilities, and short-term bank borrowings approximate their fair values due to the short-term nature of those instruments.

Effective January 1, 2008, the Company adopted the provisions of SFAS No. 157, Fair Value Measurements (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements required under other accounting pronouncements. SFAS No. 157 clarifies that fair value is an exit price, representing the amount that would be received to sell

F-12

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

an asset or paid to transfer a liability in an orderly transaction between market participants. SFAS No. 157 also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model. SFAS No. 157 is effective for the current fiscal year and was adopted by the company as of January 1, 2008. The adoption of SFAS No. 157 on the Company’s assets and liabilities did not have a significant impact on the Company’s financial statements.

In February 2008, the FASB issued FSP No. 157-2 that delays the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The delay is intended to allow the FASB and constituents additional time to consider the effect of various implementation issues that have arisen, or that may arise, from the application of SFAS No. 157.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value in situations in which they are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings. SFAS No. 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. SFAS No. 159 is effective on January 1, 2008. The Company did not elect the fair value option for any of its financial instruments, therefore the adoption of SFAS No. 159 did not impact the consolidated financial statements.

Recently Issued Accounting Standards — In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business Combinations and FASB Statement No. 160, Noncontrolling Interest in Consolidated Financial Statements — an amendment of ARB No. 51. FASB Statement No. 141(R) will change how business acquisitions are accounted for and will impact financial statements both on the acquisition date and in subsequent periods. FASB Statement No. 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. FASB Statement No. 141(R) and No. 160 are effective for the Company beginning January 1, 2009. Early adoption is not permitted. The Company is evaluating the impact of FASB Statement No. 141(R) and No. 160 on its consolidated financial statements. In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP No. FAS 142-3”). FSP No. FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under Statement of SFAS No. 142, “Goodwill and Other Intangible Assets.” FSP No. FAS 142-3 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact that FSP No. FAS 142-3 will have on its results of operations, financial position, or cash flows.

On May 9, 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. Any effect of applying the provisions of SFAS 162 is to be reported as a change in accounting principle in accordance with SFAS No. 154, Accounting Changes and Error Corrections. The Company will adopt SFAS 162 once it is effective and is currently evaluating the effect that the adoption will have on its consolidated financial statements.

F-13

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Reclassifications — Certain amounts in the statement of operations have been reclassified for improved presentation.

2.   NET LOSS PER COMMON SHARE AND UNAUDITED PRO FORMA NET LOSS PER COMMON SHARE

Historical — Basic net loss per share is computed by dividing consolidated net loss by the weighted average number of vested common shares outstanding during each period. The Company’s potentially dilutive shares, which include outstanding common stock options, convertible preferred stock and warrants to purchase convertible preferred stock, have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive.

The following details the calculation of net loss per share for the periods presented:

										Three Months Ended
	Year Ended December 31,									March 31,
	2005			2006			2007			2007			2008
										(unaudited)
Numerator — net loss available to common stockholders	$	(5,269,199	)	$	(6,403,526	)	$	(5,277,335	)	$	(1,340,343	)	$	(668,034	)
Denominator:
Weighted average common shares outstanding		7,276,227			7,338,649			7,958,664			7,672,409			8,208,138
Net loss per share available to common stockholders — basic and diluted	$	(0.72	)	$	(0.87	)	$	(0.66	)	$	(0.17	)	$	(0.08	)

The following table sets forth potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented:

	December 31,						March 31,
	2005		2006		2007		2007		2008
							(unaudited)
Convertible preferred stock		14,699,969		14,699,969		17,203,926		14,699,969		17,731,074
Stock options outstanding		2,474,538		2,749,538		3,089,955		2,607,976		3,220,924
Warrants to purchase convertible preferred stock		105,553		105,553		105,553		105,553		331,474

F-14

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Unaudited Pro Forma Net Loss per Share — In June 2008, the Board authorized management to file a registration statement with the SEC in order for the Company to sell shares of its common stock to the public. If the initial public offering is completed under the presently anticipated terms, all of the Series A, Series B and Series C convertible preferred stock outstanding at the time of the offering will automatically convert into 17,731,074 shares of common stock.

	Year Ended			Three Months
	December 31,			Ended March 31,
	2007			2008
	(unaudited)
Numerator — net loss available to common stockholders	$	(5,227,335	)	$	(668,034	)
Denominator:
Weighted average common shares outstanding		7,958,664			8,208,138
Pro forma adjustment to reflect assumed weighted average conversion of convertible preferred stock to common stock		14,769,523			17,583,807
Weighted average common shares used to compute pro forma basic and diluted net loss per share		22,728,187			25,791,945
Pro forma basic and diluted net loss per share	$	(0.23	)	$	(0.03	)

3.   NETWORK ASSETS

Network assets which consist of fiber assets that are owned by the Company and deferred cost of customer equipment at December 31, 2006 and 2007, and March 31, 2008 (unaudited) consisted of the following:

	December 31,						March 31,
	2006			2007			2008
							(unaudited)
Fiber assets	$	35,150,340		$	67,823,634		$	70,356,057
Deferred cost of customer equipment		15,369,486			19,371,123			21,046,492
Total network assets		50,519,826			87,194,757			91,402,549
Less accumulated depreciation		(2,922,392	)		(8,434,271	)		(10,085,541	)
Less accumulated amortization		(1,537,305	)		(3,264,290	)		(3,778,423	)
Total accumulated depreciation and amortization		(4,459,697	)		(11,698,561	)		(13,863,964	)
Total	$	46,060,129		$	75,496,196		$	77,538,585

Network assets depreciation and amortization totaled $1,861,597, $2,366,906, $7,238,862, $1,535,433, and $2,165,403 for the years ended December 31, 2005, 2006, and 2007, and the three months ended March 31, 2007 and 2008 (unaudited), respectively.

F-15

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4.   PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2006 and 2007, and March 31, 2008 (unaudited) consisted of the following:

	December 31,						March 31,
	2006			2007			2008
							(unaudited)
Computers and equipment	$	740,705		$	1,526,911		$	1,648,955
Software		386,153			601,645			631,476
Total property and equipment		1,126,858			2,128,556			2,280,431
Less accumulated depreciation		(639,720	)		(1,064,741	)		(1,204,927	)
Property and equipment — net	$	487,138		$	1,063,815		$	1,075,504

Depreciation expense totaled $231,305, $317,599, $426,089, and $73,061 and $140,185 for the years ended December 31, 2005, 2006, and 2007, and three months ended March 31, 2007 and 2008 (unaudited), respectively.

5.   INTANGIBLE ASSETS

Intangible assets at December 31, 2006 and 2007, and March 31, 2008 (unaudited), consisted of the following:

	December 31,						March 31,
	2006			2007			2008
							(unaudited)
Patents — gross carrying amount	$	1,465,706		$	1,465,706		$	1,465,707
Less accumulated amortization		(575,812	)		(889,893	)		(968,414	)
Total	$	889,894		$	575,813		$	497,293

Intangible assets amortization totaled $261,733, $314,080, $314,081, and $78,520 and $78,521 for the years ended December 31, 2005, 2006, and 2007, and three months ended March 31, 2007 and 2008 (unaudited), respectively.

The estimated future amortization expense at December 31, 2007 is as follows:

Year Ending December 31
2008	$	314,080
2009		261,733
Total	$	575,813

F-16

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6.   OTHER CURRENT LIABILITIES

Other current liabilities at December 31, 2006 and 2007, and March 31, 2008 (unaudited), consisted of the following:

	December 31,				March 31,
	2006		2007		2008
					(unaudited)
Network assets accruals	$	144,698	$	2,446,013	$	1,979,902
Accrued expenses and others		287,718		1,389,965		1,626,920
Dividend payable		—		3,244,088		—
Total	$	432,416	$	7,080,066	$	3,606,822

On December 20, 2007, the Company’s Board of Directors declared, and set aside for payment, a cash dividend equal to $0.40 per share of common stock, which was paid on January 9, 2008.

7.   COMMITMENTS AND CONTINGENCIES

Lease Commitments — The Company leases certain office space under operating leases that expire over various terms in 2008 and 2009. Future minimum lease payments under the operating leases at December 31, 2007, are as follows:

Year Ending December 31
2008	$	532,655
2009		247,253
Total	$	779,908

Rent expense totaled $177,646, $138,309, $156,631, and $41,968 and $44,142 for the years ended December 31, 2007, 2006, and 2005, and three months ended March 31, 2007 and 2008, respectively.

Purchase Commitments — At December 31, 2007, the Company had purchase commitments in the amount of $19.4 million that were not included in the consolidated balance sheet at that date. Purchase commitments mainly represent the purchase order commitments for DAS-system equipment.

Legal Contingencies — The Company is a party to various legal proceedings that arise in the normal course of business. In the opinion of management, the ultimate disposition of these proceedings will not have a material adverse effect on its consolidated financial position, liquidity, or results of operations.

8.   BORROWINGS

In November 2005, the Company entered into a three-year revolving line of credit providing for borrowings up to $15,000,000 at an interest rate equal to 0.25 percentage points (25 basis points) below the prime rate (8.25% at December 31, 2006) or equal to 2.5 percentage points (250 basis points) above LIBOR. There were no borrowings against this line as of December 31, 2006. The line was collateralized by substantially all of the Company’s assets. In February 2007, the Company borrowed $10,000,000 under this facility at an average interest rate of 7.8%. In January 2008, the Company repaid the loan amount and canceled the facility.

In January 2008, the Company entered into a line of credit facility with two banks, whereby the Company may draw upon a $50,000,000 term loan facility and a $10,000,000 revolving loan facility. The term loan bears interest rate equal to the prime rate plus 0.50% and revolving loan bears interest rate equal to the prime rate minus 0.25%. The line of credit facility requires the Company to maintain certain financial ratios.

F-17

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s ability to draw from the term loan and revolving loan facilities expires in December 2008 and January 2010, respectively. If the Company draws from the term loan facility, it will be repaid in 48 installments commencing in January 2009. The line is collateralized by substantially all of the Company’s assets. As of March 31, 2008, the Company has utilized $6,655,000 of the revolving loan as collateral for completion bonds issued to municipalities and utilities in conjunction with DAS systems. As of March 31, 2008, the Company has not borrowed under the term loan.

In connection to the loan commitment entered in January 2008, the Company issued warrants to purchase 225,921 shares of Series C convertible preferred stock at an exercise price of $13.279 per share. The warrants are fully vested and expire in January 2015. The warrants were valued based on the Black-Scholes option pricing model using the following assumptions: risk-free interest rate 2.75%, contractual life of 7 years, volatility of 53%, and no dividend yield. The fair value of these warrants of $1,680,852 (unaudited) was recognized as a deferred financing cost and is being amortized to interest expense over the term of the facility. The Company recorded interest expense related to these warrants of $105,053 for the three months ended March 31, 2008. The unamortized balance of the deferred cost is $1,575,799 (unaudited) as of March 31, 2008. Future amortization of this deferred cost will be $315,160 (unaudited) for nine months ended December 31, 2008, $420,213 (unaudited) in 2009, $280,142 (unaudited) in 2010, $280,142 (unaudited) in 2011 and $280,142 (unaudited) in 2012. If there is no draw down from the term loan facility as of December 31, 2008, the remaining unamortized deferred financing cost of $1,120,586 (unaudited) will be expensed immediately.

The Company incurs interest costs. The amount of costs incurred, capitalized, and expensed for the years ended December 31, 2005, 2006, and 2007, and three months ended March 31, 2007 and 2008 (unaudited), respectively, consisted of the following:

								Three Months Ended
	Year Ended December 31,							March 31,
	2005		2006		2007			2007			2008
								(Unaudited)
Interest costs on debt obligations	$	20,983	$	3,661	$	806,585		$	186,666		$	15,556
Amortization of deferred financing costs		14,773		—		—			—			105,053
Less: Capitalized — interest		—		—		(610,205	)		(75,561	)		(15,556	)
Interest expense	$	35,756	$	3,661	$	196,380		$	111,105		$	105,053

9.   STOCKHOLDERS’ EQUITY AND PREFERRED STOCK

Convertible Preferred Stock — In July 2004, the Company issued 7,787,162 shares of Series B preferred convertible stock at $2.96 per share. In February 2005, the Company issued additional 1,006,335 shares of Series B preferred convertible stock at $2.96 per share for cash and in connection with an asset acquisition. In December 2007, the Company issued 2,503,957 shares of Series C preferred convertible stock at $13.279 per share for cash.

In January and February 2008, the Company issued an additional 527,148 shares of Series C convertible preferred stock at $13.279 per share for gross cash proceeds of approximately $7,000,000.

Series A, B, and C preferred stockholders have the following rights, preferences, and privileges:

Voting — The holders of Series A, B, and C preferred convertible stock have the right to one vote per each share of common stock into which such preferred stock could then be converted.

F-18

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Dividends — The holders of Series A, B, and C preferred stock are entitled to receive noncumulative dividends at an annual rate of $0.1440, $0.2368, $1.0623 per share, respectively, when and if approved by the Board of Directors.

Conversion — The shares of convertible preferred stock are convertible at the option of the holders of a majority of then outstanding Series A and B preferred stock (voting together as if separate class and on an as-converted basis) and Series C preferred stock (voting as a separate class and on an as-converted basis) into shares of common stock of the Company at the original issue price per share, subject to adjustments for stock splits and dividends. Conversion is automatic upon the closing of an initial public offering with aggregate gross proceeds of at least $30,000,000 (before deducting underwriters’ discounts and commissions and expenses).

Liquidation — The liquidation preference per share of Series C convertible preferred stock is payable in preference to payments to Series A and B convertible preferred stock and common stock.

Upon liquidation of the Company, the holders of Series C preferred stock on a per share basis shall be entitled to receive out of the assets of the Company or out of the proceeds of such liquidation an amount equal to (1) 1.20 times the original issue price (which is $13.279) during the time period starting on December 20, 2007 through the anniversary date (“anniversary date”); (2) 1.25 times the original issue price during the time period starting on the first day after the anniversary date through the anniversary date’s three-month anniversary date; (3) 1.30 times the original issue price during the time period starting on the first day after the anniversary date’s three-month anniversary date through the anniversary date’s six-month anniversary date; (4) 1.35 times the original issue price during the time period starting on the first day after the anniversary date’s six-month anniversary date through the anniversary date’s nine-month anniversary date; and (5) 1.40 times the original issue price during the time period after the anniversary date’s nine-month anniversary date, plus in each case, all declared but unpaid dividends, if any.

After payment to the holders of Series C preferred stock, the holders of Series A and B preferred stock shall be entitled to receive out of net available funds and assets an amount per share equal to $1.80 and $2.96, respectively, on a parity as to the receipt of the respective preferential amounts for each such series upon the occurrence of the liquidation event.

After payment to the holders of Series C and Series A and B preferred stock, any remaining assets and funds are to be distributed ratably among the holders of common stock based on the number of shares of common stock held by each stock. The preferred stockholders will not be entitled to be converted into common stock shares to participate in any distribution, without first foregoing participation in the distribution, as preferred stock shares.

A merger, reorganization, or sale of all, or substantially all, of the assets of the Company in which the stockholders receive distributions in cash or securities as a result of the transaction that results in the transfer of 50% or more of the outstanding voting power of the Company shall be deemed to be a liquidation, dissolution, or winding-up of the Company.

Reserved Shares — As of December 31, 2007, the Company has reserved shares of authorized common stock for future issuance as follows:

Common stock options	3,697,378
Preferred (Series A) issued and outstanding	5,906,472
Preferred (Series B) issued and outstanding	8,793,497
Preferred (Series C) issued and outstanding	2,503,957
Preferred stock warrants, expiring from 2012 to 2015	331,474
Total	21,232,778

F-19

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2001 Stock Option Plan — In April 2001, the Company’s Board of Directors adopted and approved the 2001 Stock Option Plan (the “Plan”). Under the Plan, the Board of Directors may issue incentive stock options to employees, including officers and members of the Board of Directors who are also employees, and nonstatutory stock options to employees, officers, directors, consultants, and advisors of the Company. Under the Plan, incentive options to purchase the Company’s common shares may be granted to employees at prices not lower than fair value at the date of grant as determined by the Board of Directors. Nonstatutory options may be granted to key employees, including directors and consultants, at prices not lower than 85% of the fair value at the date of grant as determined by the Board of Directors. Stock options granted to a stockholder owning more than 10% of the voting stock of the Company may be granted with an exercise price not less than 110% of the fair market value per share on the date of grant. Options have a term of 10 years, except in the case of an incentive stock option granted to an optionee who, at the time the option is granted, owns stock representing more than 10% of the voting stock of the Company, the term of the option shall be five years from the date of grant or such shorter term as may be provided in the option agreement. Options generally vest over four years.

Activity under the Plan is as follows:

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Life (Years)		Value
								(In thousands)
Balance — January 1, 2007		2,749,538		$	0.44
Options granted		1,425,000			1.01
Options exercised		(631,562	)		0.33
Options canceled		(453,021	)		0.61
Balance — December 31, 2007		3,089,955			0.70		7.67	$	14,677
Options granted*		261,500			5.45
Options exercised*		(125,000	)		0.18
Options canceled*		(5,531	)		0.77
Balance — March 31, 2008*		3,220,924			1.11		7.91	$	13,979
Exercisable — December 31, 2007		1,291,403			0.41		6.26	$	6,509
Vested and expected to vest — December 31, 2007		2,697,222			0.70		7.26	$	12,812
Exercisable — March 31, 2008*		1,313,565			0.46		6.39	$	6,555
Vested and expected to vest — March 31, 2008*		2,812,008			1.11		7.91	$	12,204

* Unaudited

At March 31, 2008 (unaudited), 351,454 options were available for future grant under the Plan.

The options granted weighted-average fair value was $0.12, $0.37, $1.89, and $0.35 (unaudited) and $2.90 (unaudited) per share for the years ended December 31, 2005, 2006, and 2007, and three months ended March 31, 2007 and 2008, respectively.

F-20

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The aggregate intrinsic value of options in the table above is the total pretax intrinsic value (i.e. the difference between the estimated fair value of the Company’s common stock on the balance sheet date and the exercise price, multiplied by the number of shares issuable upon exercise of the option) that would have been received by the option holders had all option holders exercised their options on December 31, 2007 and March 31, 2008. The aggregate intrinsic value of options exercised was approximately $34,955, $65,187, and $252,519 in the years ended December 31, 2005, 2006 and 2007, respectively

Stock-Based Compensation Expense — As discussed in Note 1, the Company adopted FASB Statement No. 123(R) effective January 1, 2006, using the prospective transition method. Under FASB Statement No. 123(R), the Company estimates the fair value of stock options granted after December 31, 2005, on the grant date using the Black-Scholes option pricing model and applies the straight-line method of expense attribution. The following assumptions are used to value stock options granted to employees: volatility of 62% in 2006, 55% in 2007, and 53% in March 31, 2008, the average risk-free interest rate of 4.7% in 2006, 3.3% in 2007, and 1.26% in March 31, 2008, the expected term of 6.25 years in 2006, 2007 and March 31, 2008, and the dividend rate is zero.

As a result of adopting FASB Statement No. 123(R), the Company recorded stock compensation expense of $28,874, $311,595, $43,054 (unaudited) and $199,319 (unaudited) for the years ended December 31, 2006 and 2007, and the three months ended March 31, 2007 and March 31, 2008, respectively.

As a result of adopting FASB Statement No. 123(R) on January 1, 2006, the Company’s net loss for the years ended December 31, 2006 and December 31, 2007 and for the three months ended March 31, 2007 and March 31, 2008 was $12,665, $88,627, $15,773 (unaudited) and $79,732 (unaudited), respectively, higher than if it had continued to account for employee stock-based compensation under APB 25.

As of March 31, 2008, there was approximately $2,915,254 of total unrecognized compensation cost related to nonvested stock options granted effective January 1, 2006, which is expected to be recognized over the weighted-average period of three years.

Options Issued to Consultants — The Company issued to consultants options to purchase 124,792 and 50,000 shares of common stock in exchange for current and future services during the years ended December 31, 2005 and 2006, respectively. There were no options issued to consultants for other periods. The options were valued using the Black-Scholes option-pricing model based on the following assumptions: weighted-average risk-free interest rate of 4.17% in 2005, 4.7% in 2006, 3.3% in 2007 and 1.26% in March 31, 2008; contractual life of 10 years; volatility of 62%; and no dividend yield. The fair value of these options is expensed over the vesting period, which generally vests over two years. Stock compensation costs were $14,254, $33,856, $1,762, and $1,762 (unaudited) and zero (unaudited) for the years ended December 31, 2005, 2006, and 2007, and three months ended March 31, 2007 and 2008, respectively.

Capitalization of Stock Compensation Expense — Of the above stock compensation expenses, zero, $31,251, $197,215, $27,281 and $119,587 were capitalized for the years ended December 31, 2005, 2006, and 2007, and three months ended March 31, 2007 and 2008, respectively, in construction in progress — network assets.

10.   INCOME TAXES

The Company has incurred net operating losses since inception. The Company has not reflected any benefit of such net operating loss carryforwards in the accompanying consolidated financial statements. No tax provision is considered for the three month periods ended March 31, 2007 and 2008, based on the estimated effective tax rates for the respective fiscal years including the impact of the change in valuation allowance.

F-21

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The income tax expense benefit differed from the amount computed by applying the U.S. federal income tax rate of 34% to income before income taxes as a result of the following:

	December 31,
	2005			2006			2007
Income tax provision (benefit) at federal statutory rate		(34	)%		(34	)%		(34	)%
Research and development credits		(2	)%		(1	)%		0	%
State taxes, net of federal benefits		(6	)%		0	%		(9	)%
Other		1	%		1	%		3	%
Change in valuation allowance		41	%		34	%		40	%
Total		0	%		0	%		0	%

The components of net deferred income tax assets at December 31, 2007 and 2006, are as follows:

	December 31,
	2006			2007
Deferred tax assets:
Deferred revenues	$	7,862,233		$	15,436,079
Depreciation and amortization		190,960			272,838
Accruals and reserves recognized in different periods		101,079			176,745
Net operating loss carryforwards		16,238,832			35,583,908
Tax credit carryforwards		493,815			366,024
		24,886,919			51,835,594
Deferred tax liabilities:
Network assest and construction in progress		(16,788,901	)		(41,657,037	)
		8,098,018			10,178,557
Valuation allowance		(8,098,018	)		(10,178,557	)
Net deferred tax assets	$	—		$	—

Due to the uncertainty surrounding the realization of deductible tax attributes in future tax returns, the Company has fully reserved its net deferred tax assets as of December 31, 2007 and 2006.

As of December 31, 2007, the Company had federal and state net operating loss carryforwards of approximately $91,718,000 and $76,242,000, which begin to expire in 2022 and 2012, respectively.

Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.

Effective January 1, 2007, the Company adopted FIN No. 48. FIN No. 48 provides a comprehensive model for the recognition, measurement, and disclosure in financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. Under FIN No. 48, a company can recognize the benefit of an income tax position only if it is more likely than not that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, companies are required to accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established

F-22

NEXTG NETWORKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

consistent with jurisdictional tax laws. The cumulative effect of adopting FIN No. 48 is recorded as an adjustment to the opening balance of accumulated deficit on the adoption date. As a result of the implementation of FIN No. 48, the Company did not record any changes to the liability for unrecognized tax benefits related to tax positions taken in prior periods, and no corresponding change in accumulated deficit was recorded. Additionally, the Company did not make any reclassifications between current taxes payable and long-term taxes payable upon adoption of FIN No. 48.

At the adoption date of January 1, 2007, the Company had $178,000 of unrecognized tax benefits, none of which would affect its income tax expense if recognized to the extent that the Company continues to maintain a full valuation allowance against its deferred tax assets. There was no material change to the Company’s unrecognized tax benefits at December 31, 2007.

A reconciliation of the January 1, 2007 through December 31, 2007, amount of unrecognized tax benefits is as follows:

Beginning balance — January 1, 2007	$	178,000
Increase of unrecognized tax benefits related to current year		10,000
Ending balance — December 31, 2007	$	188,000

As of March 31, 2008, the Company has unrecognized tax benefits of approximately $188,000 (unaudited). There were no material changes in the amount of unrecognized tax benefits during the quarter ended March 31, 2008. The Company’s policy is to account for interest and penalties related to uncertain tax positions as a component of income tax provision. To date, the Company has incurred no such charges.

The Company files annual income tax returns in the U.S. federal jurisdiction, various U.S. state and local jurisdictions. The Company remains subject to tax authority review for all jurisdictions for all years.

11.   EMPLOYEE BENEFIT PLAN

The Company adopted a defined contribution retirement plan, which has been determined by the Internal Revenue Service (“IRS”) to be qualified as a 401(k) plan. It covers substantially all employees. It provides for voluntary tax deferred contributions of up to 25% of gross compensation, subject to certain IRS limitations. Based on approval by the Board of Directors, the Company may make matching contributions to the retirement plan. No contributions were made by the Company for the years ended December 31, 2007, 2006, and 2005.

12.   SEGMENT INFORMATION

SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, established standards for reporting information about operating segments. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company is organized as, and operates in, one reportable segment: wireless solutions by designing, permitting, building, operating and managing DAS systems. The Company’s chief operating decision-maker is its Chief Executive Officer. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of evaluating financial performance and allocating resources. The Company has operations in North America. The Company’s assets are primarily located in the United States of America and not allocated to any specific region.

* * * * * *

F-23

Until          , 2008 (25 days after this offering begins), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

          Shares

Common Stock

PROSPECTUS

Merrill Lynch & Co.

Lehman Brothers

RBC Capital Markets

UBS Investment Bank

          , 2008

PART II

Information Not Required in Prospectus

Item 13.   Other Expenses of Issuance and Distribution

The following table presents the costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of common stock being registered. All amounts are estimates except the SEC registration fee and the FINRA filing fee.

SEC Registration fee	$	5,895
FINRA filing fee		15,500
Nasdaq Global Market listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue sky fees and expenses		*
Custodian and transfer agent fees		*
Miscellaneous fees and expenses		*
Total	$	*

* To be filed by amendment.

Item 14.   Indemnification of Directors and Officers

Delaware General Corporation Law Section 145 authorizes our board to grant, and authorizes a court to award, indemnity to officers, directors, and other corporate agents.

As permitted by Delaware General Corporation Law Section 102(b)(7), the registrant’s amended and restated certificate of incorporation includes provisions that eliminate the personal liability of its directors and officers for monetary damages for a breach of their fiduciary duty as directors and officers.

In addition, as permitted by Delaware General Corporation Law Section 145, the amended and restated bylaws of the registrant provide that:

•      The registrant will indemnify its directors and officers for serving the registrant in those capacities or for serving other business enterprises at the registrant’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

•      The registrant may, in its discretion, indemnify employees and agents in those circumstances in which indemnification is not required by law.

•      The registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer will undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

•      Under the amended and restated bylaws, the registrant will not be obligated to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the registrant’s board of directors.

II-1

•      The rights conferred in the amended and restated bylaws are not exclusive, and the registrant is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.

•      The registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents.

The registrant’s policy is to enter into separate indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed to directors and executive officers by Delaware General Corporation Law Section 145 and also provides for certain additional procedural protections. The registrant also maintains insurance to insure directors and officers against certain liabilities.

These indemnification provisions and the indemnification agreements entered into between the registrant and its officers and directors may be sufficiently broad to permit indemnification of the registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

The underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of the registrant and its officers and directors for certain liabilities arising under the Securities Act and otherwise.

Item 15.   Recent Sales of Unregistered Securities

Since January 1, 2005, the registrant has issued the following unregistered securities:

1.	From January 1, 2005 through March 31, 2008, we granted to our employees and consultants options to purchase an aggregate of 2,967,538 shares of common stock under our 2001 Stock Plan at prices ranging from $0.60 per share to $5.45 per share for an aggregate purchase price of $3,623,673.
2.	From January 1, 2005 through March 31, 2008, we sold and issued to our employees and consultants an aggregate of 1,001,246 shares of common stock because of option exercises under our 2001 Stock Plan at prices ranging from $0.18 per share to $0.60 per share for an aggregate purchase price of $275,468.
3.	From December 20, 2007 through February 1, 2008, we issued and sold to 13 accredited investors an aggregate of 3,031,105 shares of our Series C preferred stock at a purchase price of $13.279 per share for an aggregate purchase price of $40,250,043.
4.	On January 10, 2008, we issued warrants to two accredited investors for an aggregate of 225,921 shares of our Series C preferred stock for a $13.2790 per-share exercise price.

We deemed that the securities issuances described above were exempt from registration under the Securities Act. With respect to items 1 and 2 above, such exemption relied on Rule 701 issued under Securities Act Section 3(b), as transactions relating to compensatory benefit plans and contracts relating to compensation. With respect to items 3 and 4 above, such exemption relied on Securities Act Section 4(2) by virtue of Regulation D, Rule 506, as transactions by an issuer not involving any public offering. The securities recipients in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the stock certificates and option agreements issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us.

II-2

Item 16.   Exhibits and Financial Statement Schedules

(a) Exhibits

1	.1*	Form of Underwriting Agreement.
3	.1*	Form of Amended and Restated Certificate of Incorporation of NextG Networks, Inc., to be in effect upon this offering’s completion.
3	.2*	Form of Amended and Restated Bylaws of the NextG Networks, Inc., to be in effect upon this offering’s completion.
4	.1*	Form of common stock certificate of NextG Networks, Inc.
4	.2	Series C Amended and Restated Investor Rights Agreement, dated December 20, 2007, by and among NextG Networks, Inc. and certain stockholders, as amended.
5	.1*	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10	.1*	Form of Indemnification Agreement between NextG Networks, Inc. and each of its directors and executive officers.
10	.2	2001 Stock Option Plan.
10	.3	Form of Stock Option Agreement under the 2001 Stock Plan.
10	.4*	2008 Equity Incentive Plan.
10	.5*	Form of Stock Option Agreement under the 2008 Equity Incentive Plan.
10	.6	Second Amended and Restated Executive Employment Agreement between NextG Networks, Inc. and John B. Georges, dated July 21, 2004.
10	.7	Second Amended and Restated Executive Employment Agreement Employment Agreement between NextG Networks, Inc. and David M. Cutrer, dated July 21, 2004.
10	.8	Offer Letter between NextG Networks, Inc. and Randall I. Bambrough, dated May 26, 2008.
10	.9	Form of First Amended and Restated Change of Control Agreement, between NextG Networks, Inc. and its executive officers.
10	.10	Lease Agreement for 2216 O’Toole Avenue, San Jose, California, between NextG Networks, Inc. and CarrAmerica Realty Operating Partnership, L.P., dated June 20, 2005.
10	.11	First Amendment to Lease for 2216 O’Toole Avenue, San Jose, Californa, between NextG Networks, Inc. and Carr NP Properties, L.L.C., dated April 7, 2008.
10	.12	Loan and Security Agreement among NextG Networks, Inc., NextG Networks of California, Inc., NextG Networks of NY, Inc., NextG Networks of Illinois, Inc., NextG Networks Atlantic, Inc., United Commercial Bank and EastWest Bank, dated January 10, 2008.
10	.13*‡	Master RF Transport Agreement between NextG Networks, Inc. and Cricket Communications, Inc., dated February 10, 2006.
10	.14*‡	Master RF Transport and Lease Agreement between NextG Networks, Inc. and MetroPCS Wireless, Inc., dated May 3, 2007.
10	.15*‡	FORNet Master Services Agreement between NextG Networks, Inc. and Nextel Operations, Inc., dated August 31, 2006.
10	.16*‡	First Amendment to FORNet Master Services Agreement between NextG Networks, Inc. and Nextel Operations, Inc., dated March 19, 2007.
10	.17*‡	FORNet Design and Installation Agreement between NextG Networks, Inc. and Nextel Operations, Inc., dated September 1, 2006.
21	.1	Subsidiaries of NextG Networks, Inc.
23	.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23	.2*	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1).
24	.1	Power of Attorney (contained in the signature page to this registration statement).
99	.1	Consent of International Data Corporation, dated June 2, 2008.
99	.2	Consent of CTIA — The Wireless Association, dated June 2, 2008.

*	To be filed by amendment.
‡	Confidential treatment will be requested for portions of this exhibit. These portions have been omitted from this registration statement and have been filed separately with the Securities and Exchange Commission.

II-3

(b) Financial Statement Schedules

All schedules have been omitted because the information required to be presented in them is not applicable or is shown in the financial statements or related notes.

Item 17.   Undertakings

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Jose, State of California, on June 5, 2008.

NEXTG NETWORKS, INC.

By:  /s/  John B. Georges

John B. Georges

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints John B. Georges, Randall I. Bambrough and Hab Siam, and each of them, his true and lawful attorneys in fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Securities Act Rule 462(b), as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John B. Georges John B. Georges	Chief Executive Officer and Chairman (Principal Executive Officer)	June 5, 2008
/s/  Randall I. Bambrough Randall I. Bambrough	Chief Financial Officer (Principal Accounting and Financial Officer)	June 5, 2008
/s/  Scott S. Chou Scott S. Chou	Director	June 5, 2008
/s/  David M. Cutrer David M. Cutrer	Director	June 5, 2008
/s/  Scot B. Jarvis Scot B. Jarvis	Director	June 5, 2008
/s/  Joshua G. Revitz Joshua G. Revitz	Director	June 5, 2008
/s/  David B. Walrod David B. Walrod	Director	June 5, 2008

II-5

EXHIBIT INDEX

1	.1*	Form of Underwriting Agreement.
3	.1*	Form of Amended and Restated Certificate of Incorporation of NextG Networks, Inc., to be in effect upon this offering’s completion.
3	.2*	Form of Amended and Restated Bylaws of the NextG Networks, Inc., to be in effect upon this offering’s completion.
4	.1*	Form of common stock certificate of NextG Networks, Inc.
4	.2	Series C Amended and Restated Investor Rights Agreement, dated December 20, 2007, by and among NextG Networks, Inc. and certain stockholders, as amended.
5	.1*	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10	.1*	Form of Indemnification Agreement between NextG Networks, Inc. and each of its directors and executive officers.
10	.2	2001 Stock Option Plan.
10	.3	Form of Stock Option Agreement under the 2001 Stock Plan.
10	.4*	2008 Equity Incentive Plan.
10	.5*	Form of Stock Option Agreement under the 2008 Equity Incentive Plan.
10	.6	Second Amended and Restated Executive Employment Agreement between NextG Networks, Inc. and John B. Georges, dated July 21, 2004.
10	.7	Second Amended and Restated Executive Employment Agreement Employment Agreement between NextG Networks, Inc. and David M. Cutrer, dated July 21, 2004.
10	.8	Offer Letter between NextG Networks, Inc. and Randall I. Bambrough, dated May 26, 2008.
10	.9	Form of First Amended and Restated Change of Control Agreement between NextG Networks, Inc. and its executive officers
10	.10	Lease Agreement for 2216 O’Toole Avenue, San Jose, California, between NextG Networks, Inc. and CarrAmerica Realty Operating Partnership, L.P., dated June 20, 2005.
10	.11	First Amendment to Lease for 2216 O’Toole Avenue, San Jose, Californa, between NextG Networks, Inc. and Carr NP Properties, L.L.C., dated April 7, 2008.
10	.12	Loan and Security Agreement among NextG Networks, Inc., NextG Networks of California, Inc., NextG Networks of NY, Inc., NextG Networks of Illinois, Inc., NextG Networks Atlantic, Inc., United Commercial Bank and EastWest Bank, dated January 10, 2008.
10	.13*‡	Master RF Transport Agreement between NextG Networks, Inc. and Cricket Communications, Inc., dated February 10, 2006.
10	.14*‡	Master RF Transport and Lease Agreement between NextG Networks, Inc. and MetroPCS Wireless, Inc., dated May 3, 2007.
10	.15*‡	FORNet Master Services Agreement between NextG Networks, Inc. and Nextel Operations, Inc., dated August 31, 2006.
10	.16*‡	First Amendment to FORNet Master Services Agreement between NextG Networks, Inc. and Nextel Operations, Inc., dated March 19, 2007.
10	.17*‡	FORNet Design and Installation Agreement between NextG Networks, Inc. and Nextel Operations, Inc., dated September 1, 2006.
21	.1	Subsidiaries of NextG Networks, Inc.
23	.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23	.2*	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1).
24	.1	Power of Attorney (contained in the signature page to this registration statement).
99	.1	Consent of International Data Corporation, dated June 2, 2008.
99	.2	Consent of CTIA — The Wireless Association, dated June 2, 2008.

*	To be filed by amendment.
‡	Confidential treatment will be requested for portions of this exhibit. These portions have been omitted from this registration statement and have been filed separately with the Securities and Exchange Commission.

EX-4.2

Exhibit 4.2

NextG Networks, Inc.
2216 O’Toole Avenue
San Jose, California 95131
Facsimile Number: (408) 383-9106

SERIES C AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

December 20, 2007

TABLE OF CONTENTS

	Page
Section 1 Transfer Restrictions and Registration Rights		2
1.1 Transfer Restrictions		2
1.2 Requested Registration		3
1.3 Company Registration		6
1.4 Registration Expenses		7
1.5 Form S-3 Registration		8
1.6 Registration Procedures		8
1.7 Indemnification		9
1.8 Holder Information		11
1.9 Subsequent Registration Rights Limitation		12
1.10 Rule 144 Reporting		12
1.11 Registration Rights Transfers and Assignments		12
1.12 Lock-Up Agreement		13
1.13 Registration Rights Allocations		13
1.14 Registration Delays		13
1.15 Registration Rights Termination		13
Section 2 Information Rights and Company Insurance		14
2.1 Basic Financial Information		14
2.2 Inspection		15
2.3 Confidentiality		15
2.4 Stock Vesting		15
2.5 Proprietary Information and Inventions Assignment Agreement		15
2.6 Company Insurance		15
2.7 Covenant Termination		16
Section 3 Participation Rights		16
3.1 Participation Rights for Significant Holders		16
Section 4 Miscellaneous		18
4.1 Certain Definitions		18

-i-

TABLE OF CONTENTS
(continued)

	Page
4.2 Amendment		21
4.3 Notices and Consents		21
4.4 Governing Law, Jurisdiction, and Venue		22
4.5 Successors and Assigns		22
4.6 Entire Agreement		22
4.7 Delays or Omissions		23
4.8 Severability		23
4.9 Construction		23
4.10 Counterparts		23
4.11 Fax Execution and Delivery		23
4.12 Further Assurances		24
4.13 Confidentiality		24
4.14 Termination		24
4.15 Prior Rights Agreement Terminated		24

 -ii- 

NextG Networks, Inc.

SERIES C AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

     This Series C Amended and Restated Investor Rights Agreement (as may be amended from time to time, this “Agreement”), dated December 20, 2007 (the “Effective Date”), is executed by and among NextG Networks, Inc., a Delaware corporation (the “Company”), and the persons and entities identified on Exhibit A (each, an “Investor” and, collectively, the “Investors”). The Company and the Investors are each individually referred to in this Agreement as a “Party,” and are collectively referred to in this Agreement as the “Parties.” Certain capitalized terms used in this Agreement are defined in Section 4.1.

Recitals

A.	Certain Investors are purchasing shares of the Company’s Series C Preferred Stock (the “Series C Stock”), pursuant to the Series C Preferred Stock Purchase Agreement, dated as of the Effective Date (the “Series C Agreement”).
B.	The Series C Agreement obligations are conditioned upon the Parties signing and delivering this Agreement.
C.	Certain Investors (the “Existing Investors”) hold shares of the Company’s Series A Preferred Stock and Series B Preferred Stock and possess registration rights, information rights, first refusal rights, and other rights with respect to such shares pursuant to the Series B Amended and Restated Investor Rights Agreement, dated July 21, 2004, and executed by and among the Company and the Existing Investors (the “Prior Rights Agreement”).
D.	Pursuant to Section 4.2 of the Prior Rights Agreement, the Prior Rights Agreement may be amended with the written consent of the Company and Existing Investors holding a majority of the Registrable Securities (as defined in the Prior Rights Agreement).
E.	The Company and the Existing Investors holding a majority of the Registrable Securities desire to amend and restate the Prior Rights Agreement in its entirety and to accept the rights created pursuant to this Agreement instead of the rights granted to the Investors under the Prior Rights Agreement.

     In consideration of the mutual promises and covenants contained in this Agreement, the Parties agree as follows:

Section 1

Transfer Restrictions and Registration Rights

     1.1 Transfer Restrictions. 

          (a) Restrictions and Exceptions. Each Holder agrees to not make any disposition of all or any portion of the Registrable Securities, unless and until the transferee has agreed in writing, for the Company’s benefit, to be bound by this Section 1.1; provided that, and to the extent that, this Section 1.1 is then applicable. The transfer restrictions in this Section 1.1(a) will not apply if:

               (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

               (ii) such Holder will have notified the Company of the proposed disposition and the transferee’s identity and contact information, and such Holder will have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Registrable Securities under the Securities Act; or

               (iii) such proposed transfer is by a Holder (A) that is an entity to an affiliated fund, partnership, or limited liability company, or to another entity that is affiliated with the transferring Holder; (B) that is a partnership to its partners or retired partners in accordance with partnership interests; (C) that is a corporation to its stockholders in accordance with their interest in the corporation; (D) that is a limited liability company to its members or former members in accordance with their interest in the limited liability company; or (E) to the Holder’s family member or trust for the benefit of an individual Holder or such Holder’s family members; provided that, in each case, the transferee agrees in writing to be subject to the terms of this Section 1.1 to the same extent as if such transferee were an original Holder under this Agreement with such writing having been approved by the Company.

          (b) For Section 1.1(a)(i), Section 1.1(a)(ii), or Section 1.1(a)(iii) to take effect, any transferee must first agree in writing to be subject to the terms of this Agreement and the other Transaction Agreements (as defined in the Series C Agreement) to the same extent as if such transferee were an original Investor under this Agreement. Each Investor will cause any proposed purchaser, assignee, transferee, or pledgee of any Registrable Securities held by the Investor to take and hold such securities subject to the provisions and upon the conditions of this Agreement and the other Transaction Agreements. Each Investor expressly consents to the Company making a notation on the Company’s records and giving instructions to any transfer agent for the Company’s capital stock to implement the transfer restrictions established in this Agreement.

-2-

          (c) Legends. Each certificate representing Registrable Securities will (unless otherwise permitted by this Agreement’s provisions) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED, UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS, A VOTING AGREEMENT, A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND CERTAIN OTHER TERMS AND CONDITIONS, IN EACH CASE AS SET FORTH IN CERTAIN AGREEMENTS BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE COMPANY’S PRINCIPAL OFFICE. SUCH TRANSFER RESTRICTIONS, VOTING AGREEMENT, LOCK-UP PERIOD, AND OTHER TERMS AND CONDITIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.

          (d) Legend Removals. At a Holder’s request, the Company will be obligated to promptly re-issue certificates without the first legend specified above if the Holder will have, at such Holder’s own expense, (i) obtained an opinion of counsel reasonably acceptable to the Company (which may be the Company’s counsel) to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification, or legend, and (ii) delivered such securities to the Company or its transfer agent.

          (e) State Securities Law Legends. Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities will be removed upon the Company’s receipt of an order of the appropriate blue sky authority authorizing such removal.

     1.2 Requested Registration. 

          (a) Registration Request. If, at any time after the earlier of (i) the third anniversary of the Effective Date or (ii) six months after the effective date of a Qualified IPO, the Company receives from Initiating Holders a written request that the Company effect any registration

-3-

with respect to an offering of all or any part of the Registrable Securities the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) exceed $5,000,000, then the Company will:

               (i) promptly give written notice of the proposed registration to all other Holders; and

               (ii) use the Company’s commercially reasonable efforts to effect such registration as soon as practicable (including filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after the Company delivers the written notice required by Section 1.2(a)(i). Notwithstanding anything to the contrary contained in this Agreement, if the registration requested pursuant to this Section 1.2 is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, then the Company will be entitled, at the Company’s election, to join in any such registration with respect to securities to be offered by the Company or by any other party.

          (b) Requested Registration Limitations. Notwithstanding anything to the contrary in Section 1.2(a) or elsewhere in this Agreement, the Company will not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2:

               (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

               (ii) after the Company has initiated two registrations pursuant to Section 1.2(a) (counting for these purposes only (A) registrations that have been declared or ordered effective and pursuant to which securities have been sold and (B) registrations that have been withdrawn by the Holders (other than based on adverse information about the Company as provided in Section 1.4) as to which the Holders have not elected to pay the Registration Expenses pursuant to Section 1.4 and would, absent such election, have been required to pay such expenses);

               (iii) during the time period starting with the date that is 60 days before the Company’s good faith estimate of the date of filing of, and ending with the date that is 180 days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided further that, with respect to each time the Company exercises the Company’s rights under this Section 1.2(b)(iii), this Section 1.2(b)(iii) will not again become effective until the Holders have had at least six months in which they were able to exercise their rights under Section

-4-

1.2(a) (exclusive of periods restricted by Section 1.2(b), but inclusive of any other provisions of this Agreement);

               (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made under Section 1.5;

               (v) if the Initiating Holders do not request that an initial public offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the Company’s reasonable written consent); or

               (vi) if the Company and the Initiating Holders are unable to receive a binding commitment from the underwriter described in Section 1.2(b)(v) to firmly underwrite the offer.

          (c) Requested Registration Deferral. The Company will file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receiving the request or requests of the Initiating Holders; provided, however, that if (i) in the good faith judgment of the Company’s Board of Directors, such registration would be detrimental to the Company and the Company’s Board of Directors concludes, as a result, that it is in the Company’s best interests to defer the filing of such registration statement at such time, and (ii) the Company furnishes to such Holders a certificate signed by the Company’s Chief Executive Officer or President stating that, in the good faith judgment of the Company’s Board of Directors, it would be detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the Company’s best interests to defer the filing of such registration statement, then the Company will have the right to defer such filing for a period of no more than 60 days after the Company receives the Initiating Holders’ request, and, provided further, that the Company will not defer the Company’s obligation in this manner more than once in any twelve-month period.

          (d) Other Securities. The registration statement filed pursuant to Section 1.2(a) may, subject to the provisions of the last sentence of Section 1.2(a)(ii), to Section 1.2(e), and to Section 1.13, include other Company securities, with respect to which registration rights have been granted, and may include Company securities being sold for the Company’s account.

          (e) Underwriting. Any Holder’s registration rights pursuant to Section 1.2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise agreed by a majority-in-interest of the Initiating Holders and such Holder with respect to such participation and inclusion) to the extent provided in this Agreement. Any Holder may elect to include in such underwriting all or a part of the Registrable Securities held by such Holder.

          (f) Procedures. Subject to the last sentence of Section 1.2(a)(ii), if the Company will request inclusion in any registration pursuant to Section 1.2 of securities being sold for the Company’s own account, or if other persons will request inclusion in any registration pursuant to

-5-

Section 1.2, then the Initiating Holders will, on behalf of all Holders, offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including Section 1.12). The Company will (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Company will so advise all Holders of Registrable Securities that would otherwise be underwritten under this Agreement, and the number of shares that may be included in the underwriting will be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, then such person will be excluded from the underwriting by written notice from the Company, the underwriter, or the Initiating Holders. The securities so excluded will also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting will also be withdrawn from such registration.

     1.3 Company Registration. 

          (a) Company Obligations. If the Company determines to register any of the Company’s securities either for the Company’s own account or the account of a security holder or holders exercising their respective demand registration rights (other than pursuant to Section 1.2 or Section 1.5 and other than a registration relating solely to employee benefit plans or a registration relating to a corporate reorganization or other transaction on Form S-4), then the Company will:

               (i) promptly give to each Holder written notice thereof at least 15 days before filing any such registration statement; and

               (ii) use the Company’s commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as described in Section 1.3(b), and in any underwriting involved in such registration, all the Registrable Securities specified in a written request or requests, made by any Holder and received by the Company within 15 days after the written notice from the Company described in Section 1.3(a)(i) is delivered by the Company. Such written request may specify all or a part of a Holder’s Registrable Securities. If a Holder decides not to include all of such Holder’s Registrable Securities in any registration statement subsequently filed by the Company, then such Holder will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of the Company’s securities, all upon the terms and conditions contained in this Agreement.

          (b) Underwriting. If the registration for which the Company gives notice is for a registered public offering involving an underwriting, then the Company will so advise the Holders as

-6-

a part of the written notice given pursuant to Section 1.3(a)(i). In such event, any Holder’s registration right under this Section 1.3 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in such underwriting to the extent provided in this Agreement. All Holders proposing to distribute their Registrable Securities through such underwriting will (together with the Company and the other holders of Company securities with registration rights to participate in such underwriting and distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

          (c) Underwriter Limitation. Notwithstanding any other provision of this Section 1.3, if the underwriters’ representative advises the Company in good faith and in writing (which notice the Company, in turn, will provide to all Holders requesting registration) that marketing factors require a limitation on the number of shares to be underwritten, then the underwriters’ representative may (subject to the limitations described below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company will so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting will be allocated first to the Company for securities being sold for the Company’s own account and then as described in Section 1.13. If any person does not agree to the terms of any such underwriting, then such person will be excluded from the underwriting by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting will be withdrawn from such registration. To facilitate the allocation of shares in accordance with the foregoing provisions, the Company or the underwriter(s) may round the number of shares allocated to any Holder to the nearest 100 shares.

          (d) Re-Allocations. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, then the Company will offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 1.13.

          (e) Registration Termination. The Company will have the right to terminate or withdraw any registration initiated by the Company under this Section 1.3 before the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

     1.4 Registration Expenses.  The Company will pay all Registration Expenses incurred in connection with any registration, qualification, or compliance pursuant to Section 1.2, Section 1.3, and Section 1.5; provided, however, that, if the Holders elect to pay the Registration Expenses for any registration proceeding begun pursuant to Section 1.2 and subsequently withdrawn by the Holders registering shares in such registration proceeding or if the Holders withdraw such registration based on materially adverse information about the Company not known by the Holders at the time the Holders initiated the registration, then such registration proceeding will not be counted as a requested registration pursuant to Section 1.2. All Selling Expenses relating to

-7-

securities so registered will be paid by the Holders of such securities pro rata on the basis of the number of shares of securities so registered on such Holders’ behalf, as will any other expenses in connection with the registration required to be paid for by the Holders of such securities.

     1.5 Form S-3 Registration. 

          (a) Company Obligations. After the Company’s initial public offering, the Company will use commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Company will effect a registration on Form S-3 if requested by the Holders of at least 30% of the Registrable Securities (such requests will be in writing and will state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders); provided, however, that the Company will not be obligated to effect any such registration (i) if the Holders, together with the holders of any other Company securities entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000; (ii) in any of the circumstances described in Section 1.2(b); (iii) if the Company will furnish the certification described in Section 1.2(c) (but subject to the limitations specified in Section 1.2(c)); (iv) if the Company has effected one such registration during the twelve-month period before the date on which the Company reasonably estimates that such registration would become effective; or (v) if the registration is to be effected more than five years after the Company’s initial public offering. The Company will use commercially reasonable efforts to keep any S-3 registration statement filed pursuant to this Section 1.5(a) for up to 180 days if requested by the Holders (excepting blackout periods required by law or the Company’s inside trading policy.)

          (b) Other Applicable Provisions. If a request complying with the requirements of Section 1.5(a) is delivered to the Company, then the provisions of Section 1.2(a) Section 1.2(b) will apply to such registration. If the registration is for an underwritten offering, then the provisions of Section 1.2(e) and Section 1.2(f) will apply to such registration.

     1.6 Registration Procedures.  In the case of each registration effected by the Company pursuant to Section 1, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion of each registration. At the Company’s expense, the Company will also use commercially reasonable efforts to:

          (a) keep such registration effective for a period of at least 90 days or until the Holder or Holders have completed the distribution described in the registration statement relating to such distribution, whichever occurs first;

          (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

-8-

          (c) furnish such number of prospectuses, including preliminary prospectuses, and other documents incident to such prospectuses, including any prospectus amendment or supplement, as a Holder from time to time may reasonably request;

          (d) cause all such Registrable Securities registered pursuant under this Agreement to be listed on each securities exchange on which similar securities issued by the Company are then listed;

          (e) in connection with any underwritten offering pursuant to a registration statement filed under Section 1.2, enter into and perform the Company’s obligations under an underwriting agreement in form reasonably necessary to effect the offer and sale of Common Stock; provided such underwriting agreement contains reasonable and customary provisions, and provided further, that each Holder participating in such underwriting will also enter into and perform such Holder’s obligations under the underwriting agreement;

          (f) register and qualify the securities covered by such registration statement under such other securities laws or Blue Sky laws of such jurisdictions as will be reasonably requested by the Holders; provided that the Company will not be required in connection with, or as a condition to, such registration and qualification to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

          (g) notify each Holder covered by such registration statement at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act of the occurrence of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and

          (h) furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by such counsel in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the Company’s independent certified public accountant, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

     1.7 Indemnification. 

          (a) Company Indemnification. The Company will indemnify each Holder and each Holder’s officers, directors, partners, members, legal counsel, and accountants, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification, or compliance has been effected under this Section 1, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities

-9-

Act any underwriter, against all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus (including any preliminary prospectus), offering circular, or other document (including any related registration statement, notification, or similar documents) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, each Holder’s officers, directors, partners, members, legal counsel, and accountants, and each person controlling such Holder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder or underwriter and stated to be specifically for use therein. The indemnity agreement contained in this Section 1.7(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the Company’s consent (which consent will not be unreasonably withheld).

          (b) Holder Indemnification. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification, or compliance is being effected, indemnify the Company, each of the Company’s directors, officers, partners, members, legal counsel, and accountants, each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each other Holder, each Other Stockholder, and each of their respective officers, directors, partners, and members, and each person controlling such other Holder or such Other Stockholder, against all claims, losses, damages, and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, Other Stockholders, directors, officers, partners, members, legal counsel, and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder will not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without such Holder’s consent (which consent will

-10-

not be unreasonably withheld); and provided that in no event will any indemnity under this Section 1.7 exceed the gross proceeds from the offering received by such Holder.

          (c) Notices and Settlements. Each Party entitled to indemnification under this Section 1.7 (the “Indemnified Party”) will give notice to the Party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and will permit the Indemnifying Party to assume the defense of such claim or any litigation resulting from such claim; provided that counsel for the Indemnifying Party, who will conduct the defense of such claim or any litigation resulting from such claim, will be approved by the Indemnified Party (whose approval will not be unreasonably withheld), and the Indemnified Party may participate in such defense at the Indemnified Party’s own expense, and provided further that any Indemnified Party’s failure to give notice as provided in this Section 1.7(c) will not relieve the Indemnifying Party of the Indemnifying Party’s obligations under this Section 1.7, unless and only to the extent that such failure has materially prejudiced the Indemnifying Party. In the defense of any such claim or litigation, no Indemnifying Party will, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the claimant’s or plaintiff’s release of such Indemnified Party from all liability in respect to such claim or litigation. Each Indemnified Party will furnish such information regarding such Indemnified Party or the claim in question as an Indemnifying Party may reasonably request in writing and as will be reasonably required in connection with defense of such claim and litigation resulting from such claim.

          (d) Allocation. If a court of competent jurisdiction holds that the indemnification provided for in this Section 1.7 is unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to in this Section 1.7, then the Indemnifying Party, instead of indemnifying such Indemnified Party under this Section 1.7, will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the Parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

          (e) Underwriting Agreement Indemnification. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering conflict with the foregoing provisions, the provisions in the underwriting agreement will control.

     1.8 Holder Information.  Each Holder will furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably

-11-

request in writing and as will be reasonably required in connection with any registration, qualification, or compliance referred to in this Section 1.

     1.9 Subsequent Registration Rights Limitation.  From and after the Effective Date, the Company will not, without the prior written consent of a majority-in-interest of the Holders, enter into any agreement with any holder or prospective holder of any Company securities giving such holder or prospective holder any registration rights the terms of which are more favorable than or inconsistent with the registration rights granted to the Holders under this Agreement.

     1.10 Rule 144 Reporting.  With a view to making available the benefits of certain SEC rules and regulations that may permit Restricted Securities sales to the public without registration, the Company agrees to use commercially reasonable efforts to:

          (a) make and keep public information available, as those terms are understood and defined in Rule 144 of the Securities Act or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of the Company’s securities to the general public;

          (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after the Company has become subject to such reporting requirements;

          (c) so long as a Holder owns any Restricted Securities, furnish to the Holder promptly upon such Holder’s written request a written statement by the Company as to the Company’s compliance or non-compliance with the Rule 144 reporting requirements (at any time from and after the 90-day time period following the effective date of the first registration statement filed by the Company for an offering of the Company’s securities to the general public) and of the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements).

     1.11 Registration Rights Transfers and Assignments.  Subject to any transfer restrictions contained in any Transaction Agreement (as defined in the Series C Agreement), the rights to cause the Company to register securities granted to a Holder by the Company under this Section 1 and the participation rights granted to a Holder by the Company under Section 3 may be transferred or assigned by a Holder only to a transferee or assignee (a) who is a partner, retired partner, or affiliated fund of any Holder that is a partnership, (b) any member or former member of any Holder that is a limited liability company, (c) any family member or trust for the benefit of any individual Holder, or (d) any transferee that satisfies the criteria to be a Significant Holder after giving effect to the transfer; provided that in each case the Company is given written notice at the time of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and, provided further, that the transferee or assignee of such rights assumes in writing such transferring Holder’s obligations under this Section 1.

-12-

     1.12 Lock-Up Agreement.  If requested by the Company and an underwriter of Company Common Stock (or other Company securities), each Investor will not sell or otherwise transfer or dispose of any Company Common Stock (or other Company securities) held by such Investor (other than those included in the registration or in a transfer not required to be registered under the Securities Act, as demonstrated by a written legal opinion from counsel reasonably acceptable to the Company and to the underwriter) during the 180-day period after the effective date of a registration statement filed by the Company under the Securities Act for such offering; provided that such restrictions are imposed on the Company’s directors, senior executive officers (ranking as vice president and higher), and all persons holding at least 1% of the Company’s securities (on a fully-diluted basis) that were acquired from the Company in transactions not involving public offerings. The obligations described in this Section 1.12 will not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend specified in Section 1.1(b) with respect to the shares of Company Common Stock (or other Company securities) subject to the foregoing restriction until the end of such 180-day period. Each Stockholder agrees to execute a market standoff agreement with such underwriters in customary form consistent with the provisions of this Section 1.12. This Section 1.12 will expire on the second anniversary of the Company’s initial public offering.

     1.13 Registration Rights Allocations.  If Holders exercise registration inclusion rights under Section 1.3 and if all of the Registrable Securities and other shares of the Company’s Common Stock (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of the Company’s Preferred Stock) with registration rights (such other shares, the “Other Shares”) requested to be included in a registration on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, then the number of shares of Registrable Securities that may be so included will be allocated among the Holders pro rata on the basis of the number of shares of Registrable Securities that would be held by such Holders, assuming conversion; provided, however, that if any Holder does not request inclusion of at least the number of shares of Registrable Securities allocated to such Holder or selling stockholder pursuant to the foregoing procedure, then the remaining portion of such Holder’s allocation will be reallocated among those requesting Holders whose allocations did not satisfy their initial requests, pro rata on the basis of the number of shares of Registrable Securities that would be held by such Holders, assuming conversion, and this procedure will be repeated until all of the shares of Registrable Securities that may be included in the registration on behalf of the Holders and other selling stockholders have been so allocated. Unless the registration is with respect to the Company’s Qualified IPO, in no event will the Registrable Securities be reduced below 30% of the total number of securities included in any registration under Section 1.3.

     1.14 Registration Delays.  No Holder will have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1, and each Holder, by executing and

-13-

delivering this Agreement, expressly and knowingly waives any such right that may have otherwise existed.

     1.15 Registration Rights Termination.  Each Holder’s right to request registration or to inclusion in any registration pursuant to Section 1.2, Section 1.3, or Section 1.5 will terminate on the earlier of (a) the third anniversary of the Company’s Qualified IPO or (b) as to any Registrable Securities or other securities, when such Registrable Securities or other securities can be sold in any 90-day period under Rule 144.

Section 2

Information Rights and Company Insurance

     The Company covenants and agrees, as follows:

     2.1 Basic Financial Information.  The Company will furnish the following reports to each Significant Holder existing as of the Effective Date and as of the last Closing (as defined in the Series C Agreement) pursuant to the Series C Agreement:

          (a) as soon as practicable within 180 days after the end of each Company fiscal year, a consolidated balance sheet of the Company and the Company’s subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and the Company’s subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied, certified by independent public accountants of recognized national standing selected by the Company;

          (b) as soon as practicable within 60 days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, a consolidated balance sheet of the Company and the Company’s subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and the Company’s subsidiaries, if any, for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted in such financial statements), except that the Company is not required to attach notes to such financial statements and except that year-end audit adjustments may not have been made;

          (c) as soon as practicable within 45 days after the end of each month, monthly internal financial reports, prepared in accordance with generally accepted accounting principles consistently applied (except as noted in such financial statements), except that the Company is not required to attach notes to such financial statements and except that year-end audit adjustments may not have been made; and

          (d) within 30 days before the beginning of each fiscal year, a projected annual budget for such fiscal year.

-14-

     2.2 Inspection. The Company will permit each Significant Holder, at such Significant Holder’s expense, to visit and inspect the Company’s properties, to examine the Company’s books of account and records, and to discuss the Company’s affairs, finances, and accounts with the Company’s officers, all at such reasonable times as may be requested by the Significant Holder; provided, however, that the Company will not be obligated under this Section 2.2 (or under any other provision of this Agreement) to provide access to any information that the Company reasonably considers to be a trade secret, to be proprietary or confidential information, or to be protected by the attorney-client privilege, the attorney-work-product doctrine, or any other applicable privileges.

     2.3 Confidentiality.  Notwithstanding anything to the contrary in this Section 2 or elsewhere in this Agreement, this Agreement will not require the Company to give any Holder (a) access to any Company trade secrets or Company confidential information or (b) any information that is protected by the attorney-client privilege, the attorney-work-product document, or any other applicable privileges. Each Holder agrees to hold in the strictest confidence and trust and to not misuse or disclose any trade secrets or confidential information of any nature that may nonetheless be provided to such Holder whether under this Agreement or otherwise. The Company will not be required to comply with Section 2.1 in respect of any Significant Holder who the Company’s Board of Directors or the Company’s Chief Executive Officer or, in the absence of a Chief Executive Officer, the Company’s President reasonably determines to be a direct or indirect competitor or a direct or indirect competitor’s officer, employee, director, stockholder, or Affiliate. Each Holder agrees to promptly notify the Company if that Holder or any of that Holder’s transferees may reasonably be considered to be a direct or indirect competitor or a direct or indirect competitor’s officer, employee, director, stockholder, or Affiliate.

     2.4 Stock Vesting. Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents that are issued after the Effective Date to employees, directors, consultants, and other service providers will be subject to vesting as follows: (a) 25% of such stock will vest on the first vesting commencement date anniversary, as determined by the Board of Directors, which will not be earlier than the first anniversary of such employee’s first day as a Company employee and (b) 75% of such stock will vest over the remaining three years.

     2.5 Proprietary Information and Inventions Agreement. The Company will use commercially reasonable efforts to require all employees and all consultants who have access to confidential information to sign and deliver a Proprietary Information and Inventions Agreement substantially in a form approved by the Company’s counsel or Board of Directors.

     2.6 Company Insurance. To the extent available on commercially reasonable terms (as determined in good faith by the Company’s Board of Directors), the Company will continue to maintain directors and officers insurance in amounts sufficient for similarly situated companies, as determined in good faith by the Company’s Board of Directors. The Company will also maintain key-man life insurance policies for each of John B. Georges and David M. Cutrer in the amount of $1,000,000, naming the Company as the beneficiary, but only to the extent that such insurance

-15-

coverage remains available on commercially reasonable terms, as determined in good faith by the Company’s Board of Directors.

     2.7 Covenant Termination.  All covenants contained in this Section 2 will terminate and be of no further force and effect upon the earlier of (a) immediately before the closing of the Company’s Qualified IPO, or (b) when the Company otherwise becomes subject to the Exchange Act’s reporting requirements, or (c) immediately before a Control Change closing.

Section 3

Participation Rights

     3.1 Participation Rights for Significant Holders.  The Company grants each Significant Holder a participation right to purchase such Significant Holder’s pro rata share of New Securities (as defined in Section 3.1(a)) that the Company may, from time to time, propose to sell and issue. A Significant Holder’s pro rata share, for purposes of this participation right, is the ratio of the number of shares of fully-diluted Common Stock owned by such Significant Holder immediately before the issuance of New Securities, assuming full conversion of the Shares and full conversion and/or exercise of any option or warrant held by such Significant Holder, to the total number of fully-diluted shares of Common Stock outstanding immediately before the issuance of New Securities, assuming full conversion of the Shares and full conversion and/or exercise of all outstanding convertible securities, rights, options, and warrants to directly or indirectly acquire Company Common Stock. This participation right will be subject to the following provisions:

          (a) New Securities. As used in this Agreement, the term “New Securities” means any of the Company’s capital stock (including Common Stock and/or Preferred Stock) whether or not now authorized, and rights, options, or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided that the term “New Securities” expressly does not include:

               (i) securities purchased pursuant to the Series C Agreement;

               (ii) shares of capital stock issuable or issued upon conversion of Preferred Stock shares;

               (iii) shares of capital stock issuable or issued to the Company’s officers, directors, employees, consultants, or advisors pursuant to the Company’s 2001 Stock Option Plan, or other employee stock incentive programs, or other arrangements approved by the Board for the primary purpose of soliciting or retaining such parties’ services, or upon exercise or conversion of options, warrants, or convertible securities granted to such parties pursuant to any such plan or arrangement;

               (iv) shares of capital stock issuable or issued upon the exercise, exchange, adjustment, or conversion of options, warrants, or convertible securities outstanding as of the Effective Date;

-16-

               (v) shares of capital stock issuable or issued as a dividend or distribution on Preferred Stock or Common Stock or otherwise issuable or issued pursuant to any other event for which proportional adjustment is made under the Company’s then effective Certificate of Incorporation;

               (vi) shares of capital stock issuable or issued pursuant to the acquisition of another corporation or other business entity by the Company by merger, stock purchase, purchase of all or substantially all of such entity’s assets, or other reorganization, or pursuant to a joint venture agreement or strategic partnership;

               (vii) shares of capital stock issuable or issued in connection with any public offering;

               (viii) shares of capital stock issuable or issued to banks, equipment lessors, or other financial institutions pursuant to a commercial leasing or debt financing transaction;

               (ix) shares of capital stock issuable or issued pursuant to any stock dividend, stock split, share combination, reverse stock split, reorganization, recapitalization, or other reclassification affecting the Corporation’s equity securities for which a proportional adjustment has been made under the Company’s then-effective Certificate of Incorporation;

               (x) shares of capital stock issuable or issued to suppliers of goods or third-party service providers in connection with the provision of goods or services and approved by the Company’s Board of Directors;

               (xi) shares of capital stock that are otherwise specifically excluded from the “New Securities” definition, whether in one particular case, in certain particular cases, generally, retroactively, and/or prospectively, by the affirmative vote or written consent of at least (A) 50% of the then-outstanding Preferred Stock shares, voting separately as a class and on an as-converted basis, and (B) 50% of the then-outstanding Series C Preferred Stock shares, voting separately as a class and on an as-converted basis; provided that if (1) any Company capital stock sale and issuance would otherwise qualify as a New Securities sale and issuance except for the exclusion contemplated by this Section 3.1(a)(xi) and (2) any Significant Holder is allowed to participate in such Company capital stock sale and issuance excluded under this Section 3.1(a)(xi), then each other Significant Holder’s participation rights will apply to such sale and issuance, unless such other Significant Holder consents in writing; or

               (xii) any right, option, or warrant to acquire any security exercisable for or convertible into the securities excluded from the definition of New Securities pursuant to Section 3.1(a)(i) through Section 3.1(a)(xi).

          (b) Company Notice. If the Company proposes to issue New Securities, then the Company will give each Significant Holder written notice of the Company’s intention, describing the type of New Securities, their price, and the general terms upon which the Company proposes to issue the New Securities. Each Significant Holder will have 30 days after any such notice is mailed

-17-

or delivered to agree to purchase such Holder’s pro rata share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating in such notice the quantity of New Securities to be purchased.

          (c) Sale and Issuance. If the Significant Holders fail to exercise fully the participation right within such 30-day time period, then the Company will have 120 days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby will be closed, if at all, within 120 days from the date of such agreement) to sell the New Securities with respect to which the Significant Holders’ participation right specified in this Section 3.1 was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company’s notice to the Significant Holders pursuant to Section 3.1(b). If the Company has not sold such New Securities within such 120-day period or if the Company has not entered into an agreement to sell the New Securities in accordance with the foregoing within 90 days from the date of such agreement, then the Company will not thereafter issue or sell any New Securities, without first again offering such securities to the Significant Holders in the manner provided in this Section 3.1.

          (d) Participation Right Termination. The participation right granted under this Agreement will not be applicable to a Qualified IPO or to a Control Change and will terminate upon the earliest to occur of a Qualified IPO or a Control Change.

Section 4

Miscellaneous

     4.1 Certain Definitions.  As used in this Agreement, the following terms will have the meanings specified below:

          (a) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person in the sense of having the power to direct or cause the direction of such Person’s management and policies, whether through voting securities ownership, contractual rights, or otherwise.

          (b) “Agreement” is defined in the first paragraph of this Agreement.

          (c) “Company” is defined in the first paragraph of this Agreement.

          (d) “Control Change” means (i) a sale, lease, or other conveyance of all or substantially all or of the Company’s assets or (ii) the Company’s acquisition by another entity by consolidation, merger, or other reorganization in which the holders of the Company’s outstanding voting stock immediately before the acquisition transaction own, immediately after the acquisition transaction, securities representing less than 50% of the voting power of the Company or other entity surviving such transaction; provided that no Control Change will be deemed to have occurred in a merger or similar transaction that is closed solely for the purpose of changing the Company’s

-18-

domicile or in any other transaction the primary purpose of which is to raise Company operating capital.

          (e) “Effective Date” is defined in the first paragraph of this Agreement.

          (f) “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as will be in effect from time to time.

          (g) “Founders” means John B. Georges and David M. Cutrer.

          (h) “Holder” means any Investor who holds Registrable Securities and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with Section 1.1 and Section 1.11.

          (i) “Indemnified Party” is defined in Section 1.7(c).

          (j) “Indemnifying Party” is defined in Section 1.7(c).

          (k) “Initiating Holders” means any Holder or Holders who in the aggregate hold at least 50% of the outstanding Registrable Securities.

          (l) “Investors” is defined in the first paragraph of this Agreement.

          (m) “New Securities” is defined in Section 3.1(a).

          (n) “Other Stockholders” means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

          (o) “Parties” means the parties to this Agreement.

          (p) “Person” means any natural person, corporation, partnership, limited liability company, trust, government agency, political subdivision, or any other legal entity or organization.

          (q) “Preferred Stock” means, as of any given time, the outstanding shares of the Company’s Series C Preferred Stock, the Company’s Series B Preferred Stock, and the Company’s Series A Preferred Stock.

          (r) “Qualified IPO” means the first sale of the Company’s Common Stock to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, that results in automatic conversion of all outstanding Preferred Stock pursuant to the Company’s then effective Certificate of Incorporation.

-19-

          (s) “Registrable Securities” means (i) shares of Common Stock issued or issuable pursuant to the conversion of the Shares (ii) any Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i) above; and (iii) for Section 1.3 purposes only, shares of Common Stock held by the Founders; provided, however, that Registrable Securities will in any event not include any shares of Common Stock that have previously been registered or that have been sold to the public either pursuant to a registration statement or Rule 144 or that have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned.

          (t) “Register,” “registered,” “registration,” and corresponding derivatives refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable Securities Act rules and regulations, and the declaration or ordering of the effectiveness of such registration statement.

          (u) “Registration Expenses” means all expenses incurred in effecting any registration pursuant to this Agreement, including all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of the Company’s counsel, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, but will not include Selling Expenses, fees, and disbursements of counsel for the Holders.

          (v) “Restricted Securities” means any Registrable Securities that are required to contain the first legend specified in Section 1.1(b).

          (w) “Rule 144” means SEC Rule 144 under the Securities Act, as Rule 144 may be amended from time to time, or any similar successor rule that may be promulgated by the SEC.

          (x) “SEC” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

          (y) “Securities Act” means the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as in effect from time to time.

          (z) “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder (other than the fees and disbursements of counsel included in Registration Expenses).

          (aa) “Series C Agreement” is defined in Recital A.

          (bb) “Shares” means the shares of the Company’s Preferred Stock.

          (cc) “Significant Holder” means, as of any particular time, a Holder who, with such Holder’s Affiliates, owns at such time at least 950,000 Shares (as presently constituted and

-20-

subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, stock combinations, and similar reclassifications affecting the Company’s equity securities) or, as of any particular time, a Holder who, with such Holder’s Affiliates, owns at such time at least the number of shares of Common Stock issued upon conversion of 950,000 Shares (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, stock combinations, and similar reclassifications affecting the Company’s equity securities).

     4.2 Amendment.  Except as expressly provided in this Agreement, neither this Agreement nor any term of this Agreement may be amended, waived, discharged, or terminated other than by a written instrument referencing this Agreement and signed by the Company, the Founders, the Holders holding a majority of the Registrable Securities (voting as if a separate class on an as-converted basis), and the Holders holding a majority of the Series C Preferred Stock shares (voting as if a separate class on an as-converted basis); provided that, (a) notwithstanding anything to the contrary in this Agreement, Holders purchasing Shares from the Company after the Effective Date may become Parties to this Agreement without any amendment of this Agreement pursuant to this Section 4.2 or any consent or approval of any other Holder; (b) notwithstanding anything to the contrary in this Agreement, Holders purchasing Shares from the Company after the Effective Date upon exercise or conversion of any warrants issued in connection with any Company debt financing transaction may become Parties to this Agreement without any amendment of this Agreement pursuant to this Section 4.2 or any consent or approval of any other Holder; and (c) any amendment or waiver of Section 2.1, Section 2.2, Section 3, or Section 4.1(cc) will be effective against any particular Significant Holder only if such Significant Holder approves such amendment or waiver. Any such amendment, waiver, discharge, or termination made according to this Section 4.2 will be binding upon each Holder and each future holder of all such Holder’s securities. Each Holder expressly acknowledges and agrees that this Section 4.2 could result in the restriction, reduction, or elimination of all rights that such Holder has under this Agreement.

     4.3 Notices and Consents. 

          (a) Notices. All notices and other communications required or permitted under this Agreement will be in writing and will be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail, or otherwise delivered by hand or by messenger addressed:

               (i) if to an Investor, to such address, facsimile number, or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof; or

               (ii) if to any other holder of any Shares, to such address, facsimile number, or electronic mail address as shown in the Company’s records, or, until any such holder so furnishes an address, facsimile number, or electronic mail address to the Company, then to and at the address of the last holder of such Shares or for which the Company has contact information in its records; or

-21-

               (iii) if to the Company, to the Company’s address or facsimile number specified on this Agreement’s cover page and addressed to the attention of the General Counsel, or at such other address or facsimile number as the Company will have furnished to the Investors.

          (b) Effectiveness. Each such notice or other communication will for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 72 hours after such communication has been deposited in a regularly maintained United States Postal Service mailbox, addressed and mailed as specified above or, if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, when directed to the applicable electronic mail address.

          (c) Consents. With respect to any notice given by the Company under any provision of the Delaware General Corporation Law or under the Company’s charter or bylaws, each Investor agrees that such notice may given by facsimile or by electronic mail.

     4.4 Governing Law, Jurisdiction, and Venue.  This Agreement will be exclusively governed by, construed according to, and interpreted under with Delaware state law without reference to any conflicts-of-laws principles. Each Party irrevocably and unconditionally (a) submits such Party and such Party’s property in any legal action, proceeding, or suit relating to, arising out of, or involving in any manner this Agreement or any Party’s other rights, obligations, liabilities under this Agreement, and/or for recognition and enforcement of any corresponding judgment, to the exclusive general jurisdiction of and personal jurisdiction in Delaware state courts (or, in cases of exclusive federal subject matter jurisdiction, to and in the federal courts located in Delaware) and (ii) consents that any such action, proceeding, or suit will be brought, maintained, and adjudicated exclusively in such Delaware state courts and in no other courts (except in cases of exclusive federal subject matter jurisdiction, in which case such action, proceeding, or suit will be brought and maintained in the federal courts located in Delaware and in no other courts). Except as required to enforce this Section 4.4, each Party irrevocably waives, and irrevocably agrees not to plead or assert, any and all defenses, objections, arguments, positions, claims, and legal theories that each Party may now or subsequently have based on personal jurisdiction, inconvenient forum, choice-of-law, or similar legal principles.

     4.5 Successors and Assigns.  Except as specifically permitted by this Agreement (including Section 1.11), this Agreement and any and all rights, duties, and obligations under this Agreement, will not be assigned, transferred, delegated, or sublicensed by any Holder (other than to an Affiliate) without the Company’s prior written consent. Without the Company’s prior written consent, any Holder’s attempt to assign, transfer, delegate, or sublicense any rights, duties, or obligations that arise under this Agreement will be automatically void. Subject to the foregoing and except as otherwise provided in this Agreement, this Agreement’s provisions will inure to the benefit of, and be binding upon, the Parties’ respective successors, assigns, heirs, executors, and administrators.

     4.6 Entire Agreement.  This Agreement, the other Transaction Agreements (as defined in the Series C Agreement), and the schedules and exhibits to the Transaction Agreements constitute

-22-

the full and entire understanding and agreement between the Parties with regard to the subjects of the Transaction Agreements. No Party will be liable or bound to any other Party in any manner with regard to the subjects of the Transaction Agreements by any warranties, representations, or covenants, except as specified in the Transaction Agreements.

     4.7 Delays or Omissions.  Except as expressly provided in this Agreement, no delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default of any other Party under this Agreement will impair any such right, power, or remedy of such non-defaulting Party, nor will such delay or omission be construed to be a waiver of any such breach or default, or an acquiescence in such breach or default, or of or in any similar breach or default subsequently occurring, nor will any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after such waiver. Subject to Section 4.2, any waiver, permit, consent, or approval of any kind or character by any Party of any breach or default under this Agreement, or any waiver by any Party of any provisions or conditions of this Agreement, must be in writing and will be effective only to the extent specified in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Party, will be cumulative and not alternative.

     4.8 Severability.  Unless otherwise expressly provided in this Agreement, the Investors’ rights under this Agreement are several rights, and not rights jointly held with any of the other Investors. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, then this Agreement will continue in full force and effect without such provision, and the Parties agree to negotiate, in good faith, a legal and enforceable substitute provision that most closely approximates the Parties’ intent in entering into this Agreement, as reflected in this Agreement’s original terms.

     4.9 Construction.  The titles and subtitles used in this Agreement are used for convenience only and will not be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs, and exhibits will, unless otherwise provided, refer to this Agreement’s sections and paragraphs and exhibits attached to this Agreement. As used in this Agreement, references to a number of days will be deemed to be a reference to such number of calendar days, unless otherwise specified in a particular case.

     4.10 Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be enforceable against the Parties that execute such counterparts, and all of which together will constitute one instrument.

     4.11 Fax Execution and Delivery.  A facsimile, electronically-mailed PDF reproduction, or other written or electronic reproduction of this Agreement may be executed by one or more Parties, and an executed copy of this Agreement may be delivered by one or more Parties by facsimile, electronic mail, or similar written or electronic transmission device if the signature of or on behalf of such Party is visible, and such execution and delivery will be considered valid, binding, and effective for all purposes. At any Party’s request, all Parties agree to execute an original of this Agreement as

-23-

well as any facsimile, electronically-mailed PDF reproduction, or other written or electronic reproduction of this Agreement.

     4.12 Further Assurances.  Each Party agrees to execute and deliver, by the proper exercise of such Party’s corporate, limited liability company, partnership, or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

     4.13 Confidentiality.  Notwithstanding anything in this Agreement to the contrary, no Holder by reason of any term, condition, or provision of this Agreement (including Section 2.1 and Section 2.2) will have access to any of the Company’s trade secrets or classified information. The Company will not be required to comply with any Section 2 information rights in respect of any Holder who the Company’s Board of Directors or the Company’s Chief Executive Officer or, in the absence of a Chief Executive Officer, the Company’s President reasonably determines to be a direct or indirect competitor or an officer, employee, director, stockholder, or Affiliate of a direct or indirect competitor. Each Holder acknowledges that the information received by such Holder pursuant to this Agreement may be confidential and is for such Holder’s use only in such Holder’s capacity as a Company stockholder, and such Holder will not use such confidential information in violation of the Securities Act or the Exchange Act or reproduce, disclose, or disseminate such information to any other person (other than such Holder’s own employees, attorneys, or agents having a need to know the contents of such information), except in connection with the exercise of rights under this Agreement, unless the Company has made such information available to the public generally, unless such Holder is required to disclose such information by a governmental authority, or unless the Company has given prior written consent to any such action.

     4.14 Termination.  Notwithstanding anything to the contrary in this Agreement, this Agreement will terminate in its entirety and be of no further force or effect immediately before a Control Change closing; provided that Section 4.13 will survive any such termination.

     4.15 Prior Rights Agreement Terminated. Upon the mutual execution and delivery of this Agreement by the Company and the Existing Investors holding a majority of the Registrable Securities (as defined in and required by the Prior Rights Agreement), the Prior Rights Agreement will be terminated, canceled, and of no further force or effect.

*      *      *      *      *

-24-

     As of the Effective Date, the Parties have signed, delivered, and become legally bound by this Series C Amended and Restated Investor Rights Agreement.

THE COMPANY:
NextG Networks, Inc.
a Delaware corporation
By:	/s/ Hab Siam
	Hab Siam
	General Counsel and Corporate Secretary
THE FOUNDERS:
/s/ John B. Georges
John B. Georges
/s/ David M. Cutrer
David M. Cutrer

Signature Page to NextG Networks Series C Amended and Restated Investor Rights Agreement

INVESTORS:
PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED
By:	/s/ Rayan R. Joshi
Name:	Rayan R. Joshi
Title:	Authorized Individual

Signature Page to NextG Networks Series C Amended and Restated Investor Rights Agreement

MERRILL LYNCH CAPITAL CORPORATION
By:	/s/ Jack Mann
Name:	Jack Mann
Title:	President

Signature Page to NextG Networks Series C Amended and Restated Investor Rights Agreement

OAK INVESTMENT PARTNERS XI, L.P.

By: Oak Associates XI, LLC, its general partner

/s/ Bandel Carano

Bandel Carano

Managing Member

Signature Page to NextG Networks Series C Amended and Restated Investor Rights Agreement

GABRIEL VENTURE PARTNERS II, L.P.

By: Gabriel Investment Partners II, L.P.,
          Its General Partner

By:	/s/ Frederick W. W. Bolander
	Frederick W. W. Bolander, General Partner

GABRIEL LEGACY FUND II, L.P.

By: Gabriel Investment Partners II, L.P.,
          Its General Partner

By:	/s/ Frederick W. W. Bolander
	Frederick W. W. Bolander, General Partner

Signature Page to NextG Networks Series C Amended and Restated Investor Rights Agreement

BAY HARBOUR MASTER, LTD.
By:	Bay Harbour Management, L.C.
Its:	Investment Manager
By:	/s/ Steven A. Van Dyke
	Steven A. Van Dyke, Managing Principal

TROPHY HUNTER INVESTMENTS, LTD.
By:	Bay Harbour Holdings, LLC
Its:	General Partner
By:	/s/ Steven A. Van Dyke
	Steven A. Van Dyke, President

BHMEP LLC
By:	Kurt M. Celler
Its:	Sole Member
By:	/s/ Kurt M. Celler
	Kurt M. Celler

Signature Page to NextG Networks Series C Amended and Restated Investor Rights Agreement

WS INVESTMENT COMPANY, L.L.C.
By:	/s/ Herbert P. Fockler
Its:	Member

Signature Page to NextG Networks Series C Amended and Restated Investor Rights Agreement

NV PARTNERS III — BT LP
By:	NVPG LLC
Its:	General Partner
By:	/s/ Thomas Uhlman
Name:	Thomas Uhlman
	Managing Member

Signature Page to NextG Networks Series C Amended and Restated Investor Rights Agreement

/s/ John D. Stout

John D. Stout

Signature Page to NextG Networks Series C Amended and Restated Investor Rights Agreement

/s/ John Kang

John Kang

Signature Page to NextG Networks Series C Amended and Restated Investor Rights Agreement

NEXTG NETWORKS, INC.

FIRST AMENDMENT TO SERIES C
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

     The undersigned holders of Registrable Securities, as that term is defined in that certain Series C Amended and Restated Investor Rights Agreement dated as of December 20, 2007 by and among NextG Networks, Inc. (the “Company”) and the persons and entities identified on Exhibit A attached thereto (the “Rights Agreement”), agree to amend and restate Section 1.3(a)(i) of the Rights Agreement as follows:

     “(i) promptly give to each Holder written notice thereof at least 15 days before filing any such registration statement; provided, however, that in connection with a Qualified IPO, the Company will give each Holder written notice thereof at least 30 days prior to the anticipated effective date of any such registration statement; and”

     Pursuant to Section 4.2 of the Rights Agreement, upon the execution of this amendment by the Company, the Founders, the Holders holding a majority of the Registrable Securities (voting as if a separate class on an as-converted basis) and the Holders holding a majority of the Series C Preferred Stock (voting as if a separate class on an as-converted basis), this amendment shall be binding upon all parties to the Rights Agreement.

     This amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

     Terms not defined herein shall have the same meaning as in the Rights Agreement.

Dated: June 4, 2008	HOLDER OF REGISTRABLE SECURITIES
	OAK INVESTMENT PARTNERS XI, L.P.
	By: Oak Associates XI, LLC, its general partner
	/s/ Bandel Carano
	Bandel Carano
	Managing Member
Acknowledged and accepted:
NEXTG NETWORKS, INC.
/s/ Hab Siam Hab Siam General Counsel & Secretary

NEXTG NETWORKS, INC.

FIRST AMENDMENT TO SERIES C
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

     The undersigned holders of Registrable Securities, as that term is defined in that certain Series C Amended and Restated Investor Rights Agreement dated as of December 20, 2007 by and among NextG Networks, Inc. (the “Company”) and the persons and entities identified on Exhibit A attached thereto (the “Rights Agreement”), agree to amend and restate Section 1.3(a)(i) of the Rights Agreement as follows:

     “(i) promptly give to each Holder written notice thereof at least 15 days before filing any such registration statement; provided, however, that in connection with a Qualified IPO, the Company will give each Holder written notice thereof at least 30 days prior to the anticipated effective date of any such registration statement; and”

     Pursuant to Section 4.2 of the Rights Agreement, upon the execution of this amendment by the Company, the Founders, the Holders holding a majority of the Registrable Securities (voting as if a separate class on an as-converted basis) and the Holders holding a majority of the Series C Preferred Stock (voting as if a separate class on an as-converted basis), this amendment shall be binding upon all parties to the Rights Agreement.

     This amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

     Terms not defined herein shall have the same meaning as in the Rights Agreement.

Dated: June 4, 2008	HOLDER OF REGISTRABLE SECURITIES:
	GABRIEL VENTURE PARTNERS II, L.P. By: Gabriel Venture Partner II, L.P.
	Its General Partner
	By: /s/ Frederick W. W. Bolander
	Frederick W. W. Bolander, General Partner
	GABRIEL LEGACY FUND II, L.P.
	By: Gabriel Venture Partner II, L.P.
	Its General Partner
	By: /s/ Frederick W. W. Bolander
	Frederick W. W. Bolander, General Partner
Acknowledged and accepted	GABRIEL INVESTMENT PARTNERS II, L.P.
	By: Gabriel Venture Partner II, L.P.
	Its General Partner
NEXTG NETWORKS, INC.
/s/ Hab Siam	By: /s/ Frederick W. W. Bolander
Hab Siam	Frederick W. W. Bolander, General Partner
General Counsel & Secretary

NEXTG NETWORKS, INC.

FIRST AMENDMENT TO SERIES C
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

     The undersigned holders of Registrable Securities, as that term is defined in that certain Series C Amended and Restated Investor Rights Agreement dated as of December 20, 2007 by and among NextG Networks, Inc. (the “Company”) and the persons and entities identified on Exhibit A attached thereto (the “Rights Agreement”), agree to amend and restate Section 1.3(a)(i) of the Rights Agreement as follows:

     “(i) promptly give to each Holder written notice thereof at least 15 days before filing any such registration statement; provided, however, that in connection with a Qualified IPO, the Company will give each Holder written notice thereof at least 30 days prior to the anticipated effective date of any such registration statement; and”

     Pursuant to Section 4.2 of the Rights Agreement, upon the execution of this amendment by the Company, the Founders, the Holders holding a majority of the Registrable Securities (voting as if a separate class on an as-converted basis) and the Holders holding a majority of the Series C Preferred Stock (voting as if a separate class on an as-converted basis), this amendment shall be binding upon all parties to the Rights Agreement.

     This amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

     Terms not defined herein shall have the same meaning as in the Rights Agreement.

Dated: June 4, 2008	FOUNDERS:
	/s/ John B. Georges
	John B. Georges
	/s/ David M. Cutrer
	David M. Cutrer
Acknowledged and accepted:
NEXTG NETWORKS, INC.
/s/ Hab Siam
Hab Siam
General Counsel & Secretary

NEXTG NETWORKS, INC.

FIRST AMENDMENT TO SERIES C
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

     The undersigned holders of Registrable Securities, as that term is defined in that certain Series C Amended and Restated Investor Rights Agreement dated as of December 20, 2007 by and among NextG Networks, Inc. (the “Company”) and the persons and entities identified on Exhibit A attached thereto (the “Rights Agreement”), agree to amend and restate Section 1.3(a)(i) of the Rights Agreement as follows:

     “(i) promptly give to each Holder written notice thereof at least 15 days before filing any such registration statement; provided, however, that in connection with a Qualified IPO, the Company will give each Holder written notice thereof at least 30 days prior to the anticipated effective date of any such registration statement; and”

     Pursuant to Section 4.2 of the Rights Agreement, upon the execution of this amendment by the Company, the Founders, the Holders holding a majority of the Registrable Securities (voting as if a separate class on an as-converted basis) and the Holders holding a majority of the Series C Preferred Stock (voting as if a separate class on an as-converted basis), this amendment shall be binding upon all parties to the Rights Agreement.

     This amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

     Terms not defined herein shall have the same meaning as in the Rights Agreement.

Dated: June 4, 2008	HOLDER OF REGISTRABLE SECURITIES
	PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED
	By: /s/ Rayan R. Joshi
	Name: Rayan R. Joshi
	Title: Authorized Individual
Acknowledged and accepted:
NEXTG NETWORKS, INC.
/s/ Hab Siam Hab Siam
General Counsel & Secretary

NEXTG NETWORKS, INC.

FIRST AMENDMENT TO SERIES C
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

     The undersigned holders of Registrable Securities, as that term is defined in that certain Series C Amended and Restated Investor Rights Agreement dated as of December 20, 2007 by and among NextG Networks, Inc. (the “Company”) and the persons and entities identified on Exhibit A attached thereto (the “Rights Agreement”), agree to amend and restate Section 1.3(a)(i) of the Rights Agreement as follows:

     “(i) promptly give to each Holder written notice thereof at least 15 days before filing any such registration statement; provided, however, that in connection with a Qualified IPO, the Company will give each Holder written notice thereof at least 30 days prior to the anticipated effective date of any such registration statement; and”

     Pursuant to Section 4.2 of the Rights Agreement, upon the execution of this amendment by the Company, the Founders, the Holders holding a majority of the Registrable Securities (voting as if a separate class on an as-converted basis) and the Holders holding a majority of the Series C Preferred Stock (voting as if a separate class on an as-converted basis), this amendment shall be binding upon all parties to the Rights Agreement.

     This amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

     Terms not defined herein shall have the same meaning as in the Rights Agreement.

Dated: June 4, 2008	HOLDER OF REGISTRABLE SECURITIES
	MERRILL LYNCH CAPITAL CORPORATION
	By:	/s/ Jack Mann
	Name:	Jack Mann
	Title:	President
Acknowledged and accepted:
NEXTG NETWORKS, INC.
/s/ Hab Siam
Hab Siam
General Counsel & Secretary

EX-10.2

Exhibit 10.2

NEXTG NETWORKS, INC.

2001 STOCK OPTION PLAN

     1. Purposes of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors, and Consultants, and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant.

     2. Definitions. As used herein, the following definitions shall apply:

          (a) “Administrator” means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof.

          (b) “Applicable Laws” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Options are granted under the Plan.

          (c) “Board” means the Company’s Board of Directors.

          (d) “Change in Control” means the occurrence of any of the following events:

               (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of the Company’s securities representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or

               (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

               (iii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Company’s voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

          (e) “Code” means the Internal Revenue Code of 1986, as amended.

          (f) “Committee” means a committee of Directors appointed by the Board in accordance with Section 4 hereof.

          (g) “Common Stock” means the Company’s Common Stock.

          (h) “Company” means NextG Networks, Inc., a Delaware corporation.

          (i) “Consultant” means any natural person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services to such entity and who satisfies the requirements of subsection (c)(1) of Rule 701 under the Securities Act of 1933, as amended.

          (j) “Director” means a member of the Board.

          (k) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

          (l) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless re-employment upon expiration of such leave is guaranteed by statute or contract. If re-employment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months after the 91st day of such leave, any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

          (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          (n) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

               (i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, then its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

               (ii) If the Common Stock is regularly quoted by a recognized securities dealer, but selling prices are not reported, then its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination; or

               (iii) In the absence of an established market for the Common Stock, then the Fair Market Value thereof shall be determined in good faith by the Administrator.

          (o) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

          (p) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

-2-

          (q) “Option” means a stock option granted pursuant to the Plan.

          (r) “Option Agreement” means a written or electronic agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

          (s) “Optioned Stock” means the Common Stock subject to an Option.

          (t) “Optionee” means the holder of an outstanding Option granted under the Plan.

          (u) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

          (v) “Plan” means this 2001 Stock Option Plan.

          (w) “Service Provider” means an Employee, Director, or Consultant.

          (x) “Share” means a share of the Common Stock, as adjusted in accordance with Section 12 below.

          (y) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

     3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares that may be subject to option and sold under the Plan is 1,900,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

          If an Option expires or becomes unexercisable without having been exercised in full, then the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of an Option, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that, if Shares of restricted stock issued pursuant to an Option are repurchased by the Company at their original purchase price, then such Shares shall become available for future grant under the Plan.

     4. Administration of the Plan.

          (a) Administrator. The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Laws.

          (b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:

               (i) to determine the Fair Market Value;

               (ii) to select the Service Providers to whom Options may from time to time be granted hereunder;

-3-

               (iii) to determine the number of Shares to be covered by each such Option granted hereunder;

               (iv) to approve forms of agreement for use under the Plan;

               (v) to determine the terms and conditions of any Option granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

               (vi) to prescribe, amend, and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

               (vii) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; and

               (viii) to construe and interpret the terms of the Plan and Options granted pursuant to the Plan.

          (c) Effect of Administrator’s Decision. All decisions, determinations, and interpretations of the Administrator shall be final and binding on all Optionees.

     5. Eligibility. Nonstatutory Stock Options may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

     6. Limitations.

          (a) Incentive Stock Option Limit. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

-4-

          (b) At-Will Employment. Neither the Plan nor any Option shall confer upon any Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider with the Company, nor shall it interfere in any way with such Optionee’s right or the Company’s right to terminate such relationship at any time, with or without cause, and with or without notice.

     7. Term of Plan. Subject to shareholder approval in accordance with Section 18, the Plan shall become effective upon its adoption by the Board. Unless sooner terminated under Section 14, it shall continue in effect for a term of ten (10) years from the later of (i) the effective date of the Plan, or (ii) the date of the most recent Board approval of an increase in the number of shares reserved for issuance under the Plan.

     8. Term of Option. The term of each Option shall be stated in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement.

     9. Option Exercise Price and Consideration.

          (a) Exercise Price. The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following:

               (i) In the case of an Incentive Stock Option:

                    (A) granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; and

                    (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

               (ii) In the case of a Nonstatutory Stock Option

                    (A) granted to a Service Provider who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; and

                    (B) granted to any other Service Provider, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant.

               (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.

-5-

          (b) Forms of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of, without limitation, (i) cash, (ii) check, (iii) promissory note, (iv) other Shares, provided Shares acquired directly from the Company (x) have been owned by the Optionee for more than six months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (v) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (vi) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider whether acceptance of such consideration may be reasonably expected to benefit the Company. Notwithstanding the foregoing, the Administrator may permit an Optionee to exercise his or her Option by delivery of a full-recourse promissory note secured by the purchased Shares. The terms of such promissory note shall be determined by the Administrator in its sole discretion.

     10. Exercise of Option.

          (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. Except in the case of Options granted to officers, Directors and Consultants, Options shall become exercisable at a rate of no less than 20% per year over five years from the date the Options are granted. Unless the Administrator provides otherwise, vesting of Options granted hereunder to officers and Directors shall be suspended during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share.

               An Option shall be deemed exercised when the Company receives (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the Company’s books or of a duly authorized Company transfer agent), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is before the date the Shares are issued, except as provided in Section 12 of the Plan.

               Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

-6-

          (b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, then such Optionee may exercise his or her Option within 30 days of termination, or such longer period of time as specified in the Option Agreement, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Option Agreement). If, on the date of termination, the Optionee is not vested as to his or her entire Option, then the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, then the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

          (c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, then the Optionee may exercise his or her Option within six months of termination, or such longer period of time as specified in the Option Agreement, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). If, on the date of termination, the Optionee is not vested as to his or her entire Option, then the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, then the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

          (d) Death of Optionee. If an Optionee dies while a Service Provider, then the Option may be exercised within six months after Optionee’s death, or such longer period of time as specified in the Option Agreement, to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement) by the Optionee’s designated beneficiary, provided such beneficiary has been designated before Optionee’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Optionee, then such Option may be exercised by the personal representative of the Optionee’s estate or by the person(s) to whom the Option is transferred pursuant to the Optionee’s will or in accordance with the laws of descent and distribution. If, at the time of death, the Optionee is not vested as to his or her entire Option, then the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein, then the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

     11. Limited Transferability of Options. Unless determined otherwise by the Administrator, Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution, and, during the lifetime of the Optionee, may be exercised only by the Optionee. If the Administrator, in its sole discretion, makes an Option transferable, then such Option may only be transferred by (i) will, (ii) the laws of descent and distribution, (iii) instrument to an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the Optionee, or (iv) gift to a member of Optionee’s immediate family (as such term is defined in Rule 16a-1(e) of the Exchange Act). In addition, any transferable Option shall contain additional terms and conditions as the Administrator deems appropriate.

-7-

     12. Adjustments Upon Changes in Capitalization, Merger, or Change in Control.

          (a) Changes in Capitalization. Subject to any required action by the Company’s shareholders, the number and type of Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, and the number and type of Shares covered by each outstanding Option, as well as the price per Share covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number or type of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination, or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company. The conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding, and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number, type, or price of Shares subject to an Option.

          (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option until 15 days before such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Option shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option will terminate immediately before the consummation of such proposed action.

          (c) Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, each outstanding Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. If, in such event, the Option is not assumed or substituted, then the Option shall terminate as of the date of the closing of the merger or Change in Control. For the purposes of this Section 12(c), the Option shall be considered assumed if, after the merger or Change in Control, the Option confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately before the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and, if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that, if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, then the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control.

-8-

     13. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Administrator makes the determination granting such Option, or such later date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an Option is so granted within a reasonable time after the date of such grant.

     14. Amendment and Termination of the Plan.

          (a) Amendment and Termination. The Board may at any time amend, alter, suspend, or terminate the Plan.

          (b) Shareholder Approval. The Board shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

          (c) Effect of Amendment or Termination. No amendment, alteration, suspension, or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan before the date of such termination.

     15. Conditions Upon Issuance of Shares.

          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

          (b) Investment Representations. As a condition to the exercise of an Option, the Administrator may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

     16. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

     17. Reservation of Shares. The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

     18. Shareholder Approval. The Plan shall be subject to approval by the Company’s shareholders within 12 months after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under Applicable Laws.

-9-

     19. Information to Optionees. The Company shall provide to each Optionee and to each individual who acquires Shares pursuant to the Plan, not less frequently than annually during the period such Optionee has one or more Options outstanding, and, in the case of an individual who acquires Shares pursuant to the Plan, during the period such individual owns such Shares, copies of annual financial statements. The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their access to equivalent information.

*    *    *    *    *

-10-

EX-10.3

Exhibit 10.3

NEXTG NETWORKS, INC.

2001 STOCK PLAN

STOCK OPTION AGREEMENT — EARLY EXERCISE

     Unless otherwise defined herein, the terms defined in the 2001 Stock Option Plan shall have the same defined meanings in this Stock Option Agreement.

I.	NOTICE OF STOCK OPTION GRANT
	Name
	Street Address
	City, State Zip
	The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant
Vesting Commencement Date
Exercise Price per Share
Total Number of Shares Granted
Total Exercise Price
Type of Option:	Incentive Stock Option
	Nonstatutory Stock Option
Term/Expiration Date:

Vesting Schedule:

     This Option shall be exercisable in whole or in part, according to the following vesting schedule:

     Twenty-five percent (25%) of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date (the “Anniversary Date”), and 1/48 of the Shares subject to the Option shall vest on the last day of each full calendar month after the Anniversary Date, subject to Optionee continuing to be a Service Provider on such dates.

     Termination Period:

     This Option shall be exercisable for 90 days after Optionee ceases to be a Service Provider. Upon Optionee’s death or Disability, this Option shall be exercisable for six months after Optionee ceases to be Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.

II. AGREEMENT

     1. Grant of Option. The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

          If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”).

     2. Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 9 of the Plan as follows:

          (a) Right to Exercise.

               (i) Subject to Section 2(a)(ii) and Section 2(a)(iii) below, this Option shall be exercisable cumulatively according to the vesting schedule set forth in the Notice of Grant. Alternatively, at the election of the Optionee, this Option may be exercised in whole or in part at any time as to Shares that have not yet vested. Vested Shares shall not be subject to the Company’s repurchase right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1).

               (ii) As a condition to exercising this Option for unvested Shares, the Optionee shall execute the Restricted Stock Purchase Agreement.

               (iii) This Option may not be exercised for a fraction of a Share.

          (b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.

-2-

          No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

     3. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

     4. Lock-Up Period. Optionee hereby agrees that Optionee shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed 180 days after the effective date of any registration statement of the Company filed under the Securities Act.

          Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within 10 days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such 180-day period. Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

     5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

          (a) cash;

          (b) check;

          (c) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

-3-

          (d) surrender of other Shares which, (i) in the case of Shares acquired from the Company, either directly or indirectly, have been owned by the Optionee for more than six months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the exercised Shares.

     6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law.

     7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution or as set forth in the Plan and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors, and assigns of the Optionee.

     8. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

     9. Tax Obligations.

          (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state, local, and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise.

          (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two years after the Date of Grant, and (ii) the date one year after the date of exercise, then the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

     10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This Agreement is governed by the internal substantive laws but not the choice of law rules of California.

     11. No Guarantee of Continued Service. OPTIONEE AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS

-4-

OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

          Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel before executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

OPTIONEE	NEXTG NETWORKS, INC.
Signature	By
Print Name	Title
Residence Address

-5-

EXHIBIT A

2001 STOCK OPTION PLAN

EXERCISE NOTICE

NEXTG NETWORKS, INC.
2216 O’Toole Ave.
San Jose, California 95131

Attention: Chief Financial Officer

     1. Exercise of Option. Effective as of today,                     ,                    , the undersigned (“Optionee”) hereby elects to exercise Optionee’s option (the “Option”) to purchase                                          shares of the Common Stock (the “Shares”) of NextG Networks, Inc. (the “Company”) under and pursuant to the 2001 Stock Option Plan (the “Plan”) and the Stock Option Agreement dated                                         ,                      (the “Option Agreement”).

     2. Delivery of Payment. With this Exercise Notice, the Optionee delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.

     3. Representations of Optionee. Optionee acknowledges that Optionee has received, read, and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

     4. Rights as Shareholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the Company’s books or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan.

     5. Company’s Right of First Refusal. Before any Shares held by Optionee or any transferee (either being sometimes referred to herein as the “Holder”) may be sold, gifted, encumbered, pledged, transferred by operation of law, or otherwise transferred (each, a “Transfer”), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”).

          (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Sale Notice”) stating: (i) the Holder’s bona fide intention to

Transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be Transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to Transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

          (b) Exercise of Right of First Refusal. At any time within 30 days after receipt of the Sale Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be Transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with Section 5(c) below.

          (c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, then the cash equivalent value of the non-cash consideration shall be determined in good faith by the Company’s Board of Directors.

          (d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Sale Notice or in the manner and at the times set forth in the Sale Notice.

          (e) Holder’s Right to Transfer. If all of the Shares proposed in the Sale Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may Transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such Transfer is consummated within 120 days after the date of the Sale Notice, that any such Transfer is effected in accordance with any applicable securities laws, and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Sale Notice are not Transferred to the Proposed Transferee within such period, then a new Sale Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be Transferred.

          (f) Exception for Certain Family Transfers. Notwithstanding anything to the contrary contained in this Section 5, the Transfer of any or all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of this Section 5. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother, or sister. In such case, the transferee or other recipient shall receive and hold the Shares so Transferred subject to the provisions of this Section 5, and there shall be no further Transfer of such Shares except in accordance with the terms of this Section 5.

-2-

          (g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) first sale of the Company’s Common Stock to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

     6. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

     7. Restrictive Legends and Stop-Transfer Orders.

          (a) Legends. Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

          (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

          (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been Transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so Transferred.

-3-

     8. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs, executors, administrators, successors, and assigns.

     9. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.

     10. Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of California.

     11. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Restricted Stock Purchase Agreement, the Option Agreement, and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee.

Submitted by:	Accepted by:
OPTIONEE	NEXTG NETWORKS, INC.
Signature	By
Print Name	Its
Address:	Address:
	Date Received

-4-

EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT

OPTIONEE	:
COMPANY	:	NEXTG NETWORKS, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the purchase of the securities specified above (the “Securities”), the undersigned Optionee represents to the Company the following:

          (a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

          (b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities will be imprinted with any legend required under applicable state securities laws.

          (c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, 90 days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (i) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (ii) the availability of certain public information about the Company, (iii) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (iv) the timely filing of a Form 144, if applicable.

               In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in subsections (i), (ii), (iii), and (iv) of the paragraph immediately above.

          (d) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event.

Signature of Optionee:

Date:

-2-

EXHIBIT C-1

NEXTG NETWORKS, INC.

2001 STOCK PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

     THIS RESTRICTED STOCK PURCHASE AGREEMENT, dated                     ,                      is made by and between                                          (the “Purchaser”) and NextG Networks, Inc. (the “Company”) or its assignees of rights hereunder.

     Unless otherwise defined herein, the terms defined in the 2001 Stock Option Plan shall have the same defined meanings in this Agreement.

RECITALS

     A. Pursuant to the exercise of the option granted to the Purchaser under the Plan and pursuant to the Option Agreement dated                                         ,                      by and between the Company and the Purchaser with respect to such grant (the “Option”), which Plan and Option Agreement are hereby incorporated by reference, the Purchaser has elected to purchase                      of those shares of Common Stock which have not become vested under the vesting schedule set forth in the Option Agreement (“Unvested Shares”). The Unvested Shares and the shares subject to the Option Agreement which have become vested are sometimes collectively referred to herein as the “Shares.”

     B. As required by the Option Agreement, as a condition to the Purchaser’s election to exercise the option, the Purchaser must execute this Agreement, which sets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the Option.

     1. Repurchase Option.

          (a) If the Purchaser’s status as a Service Provider is terminated for any reason, including for death and Disability, then the Company or its assignee of rights hereunder shall have the right and option to purchase from the Purchaser or from the Purchaser’s personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the “Repurchase Option”).

          (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering (personally or by registered mail) to the Purchaser (or the Purchaser’s transferee or legal representative, as the case may be), within 90 days of the termination, a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than 30 days from the mailing of such notice. The closing shall take place at the Company’s principal executive office or such other place as the Company shall reasonably designate. At the closing, the holder of the certificates for the Unvested Shares being

transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.

          (c) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within 90 days after the termination, then the Repurchase Option shall terminate.

          (d) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee’s Option Agreement.

     2. Transferability of the Shares; Escrow.

          (a) The Purchaser hereby authorizes and directs the Company’s Secretary, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from the Purchaser to the Company.

          (b) To insure the availability for delivery of the Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, the Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign, and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Company’s Secretary, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the escrow agent’s possession belonging to the Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

          (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.

          (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

     3. Ownership, Voting Rights, Duties. This Agreement shall not affect in any way the Purchaser’s ownership, voting rights, or other rights or duties, except as specifically provided herein.

-2-

     4. Legends. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable federal and state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

     5. Adjustment for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend, or other change in the Shares which may be made by the Company pursuant to Section 12 of the Plan after the date of this Agreement.

     6. Notices. Notices required hereunder shall be given in person or by registered mail to the address of Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices.

     7. Survival of Terms. This Agreement shall apply to and bind the Purchaser and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators, and legal successors.

     8. Section 83(b) Election. The Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within thirty 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-4 for reference.

          THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE PURCHASER

-3-

REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE PURCHASER’S BEHALF.

     9. Representations. The Purchaser has reviewed with his own tax advisors the federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser alone (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

     10. Governing Law. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of California.

     The Purchaser represents that the Purchaser has read this Agreement and is familiar with its terms and provisions. The Purchaser hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board upon any questions arising under this Agreement.

-4-

     IN WITNESS WHEREOF, this Restricted Stock Purchase Agreement is deemed made as of the date first set forth above.

OPTIONEE		NEXTG NETWORKS, INC.
Signature		By
Print Name		Title
Residence Address
Dated:	,

-5-

EXHIBIT C-2

ASSIGNMENT SEPARATE FROM CERTIFICATE

     FOR VALUE RECEIVED I,                                         , hereby sell, assign and transfer unto                                                         shares of the Common Stock of NextG Networks, Inc. (the “Company”) standing in my name of the books of the Company represented by Certificate No.                      herewith and do hereby irrevocably constitute and appoint                                          to transfer the such stock on the books of the Company with full power of substitution in the premises.

     This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between the Company and the undersigned dated                                         ,                     .

Dated:  , Signature: 

INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option, as set forth in the Restricted Stock Purchase Agreement, without requiring additional signatures from the Purchaser.

EXHIBIT C-3

JOINT ESCROW INSTRUCTIONS

                    ,                     

Corporate Secretary
NextG Networks, Inc.
1759 South Main Street, Suite 128
Milpitas, California 95035

Dear                                         :

     As Escrow Agent for both NextG Networks, Inc. (the “Company”), and the undersigned purchaser of stock of the Company (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”) between the Company and the undersigned, in accordance with the following instructions:

     1. In the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

     2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s repurchase option.

     3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to such shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as the Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this Section 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you.

     4. Upon the Purchaser’s written request, but no more than once per calendar year, unless the Company’s repurchase option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock as are not then subject to the Company’s repurchase option. Within 120 days after cessation of the Purchaser’s continuous employment by or services to the Company, or any parent or subsidiary of the Company, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s repurchase option.

     5. If, at the time of termination of this escrow, you should have in your possession any documents, securities, or other property belonging to then Purchaser, then you shall deliver all such property to the Purchaser and shall be discharged of all further obligations hereunder.

     6. Your duties hereunder may be altered, amended, modified, or revoked only by a writing signed by all of the parties hereto.

     7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

     8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment, or decree, you shall not be liable to any of the parties hereto or to any other person, firm, or corporation by reason of such compliance, notwithstanding any such order, judgment, or decree being subsequently reversed, modified, annulled, set aside, vacated, or found to have been entered without jurisdiction.

     9. You shall not be liable in any respect on account of the identity, authorities, or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

     10. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

     11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor.

     12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent.

-2-

     13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, then the necessary parties hereto shall join in furnishing such instruments.

     14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree, or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

     15. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto.

     16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.

     17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

     18. These Joint Escrow Instructions shall be governed by the internal substantive laws, but not the choice of law rules, of California.

PURCHASER		NEXTG NETWORKS, INC.
Signature		By
Print Name		Title
Residence Address
ESCROW AGENT
Corporate Secretary
Dated:	,

-3-

EXHIBIT C-4

[Attached]

THE FILING OF THIS SECTION 83(b) ELECTION IS THE PURCHASER’S RESPONSIBILITY.

THE FORM FOR MAKING THIS SECTION 83(b) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT C-4 AND THE PURCHASER (AND NOT THE COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS AGENTS TO MAKE THIS FILING ON PURCHASER’S BEHALF AND EVEN IF THE COMPANY OR ITS AGENTS HAVE PREVIOUSLY MADE THIS FILING ON PURCHASER’S BEHALF.

The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See WWW.IRS.GOV

INFORMATION REGARDING SECTION 83(b) ELECTION FILING

This information is being supplied to you in connection with your recent purchase of shares of Common Stock of NextG Networks, Inc. (the “Company”).

One executed copy of the Section 83(b) election form must be filed with the Internal Revenue Service (“IRS”) within thirty (30) days of the purchase of the shares. The steps outlined below should be followed to ensure the election is filed correctly and timely:

1)	Complete the Section 83(b) election form (attached);
2)	Prepare cover letter to the IRS (sample letter attached);
3)	Send cover letter with originally executed Section 83(b) form and one (1) additional copy via certified mail or Federal Express to the IRS, within thirty (30) days of the date of purchase, with a self-addressed stamped envelope; retain receipt of mailing;
4)	One copy should be returned to the Company for its records and one copy should be filed along with your federal income tax return for this year; and
5)	Retain IRS file stamped copy in records when returned.

For your information, the address of the IRS (if you live in California) is as follows:

Internal Revenue Service
5045 East Butler Avenue
Fresno, CA 93888

ELECTION UNDER SECTION 83(b) OF THE
INTERNAL REVENUE CODE

The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, as amended, to include in gross income for the Taxpayer’s current taxable year the excess, if any, of the fair market value of the property described below at the time of transfer over the amount paid for such property, as compensation for services.

1. The name, address, taxpayer identification number, and taxable year of the undersigned are as follows:

	TAXPAYER		SPOUSE
NAME:
ADDRESS:
TAXPAYER I.D. NUMBER:
TAXABLE YEAR:		2001		2001

2.	The property with respect to which the election is made is described as follows:                     shares of Common Stock of NextG Networks, Inc., a Delaware corporation (the “Company”), which is Taxpayer’s employer or the company for whom the Taxpayer performs services.
2.	The date on which the shares were transferred was                     ,                     .
3.	The shares are subject to the following restrictions: The Company may repurchase all or a portion of the shares at the Taxpayer’s original purchase price under certain conditions. The right of repurchase lapses with respect to a portion of the shares over time and under certain conditions.
4.	The fair market value of the shares (without regard to restrictions other than restrictions which by their terms shall never lapse) was $                      per share at the time of transfer.
6.	The amount paid for such shares was $                      per share.
7.	The Taxpayer has submitted a copy of this statement to the Company.

This election must be filed with the Internal Revenue Service (“IRS”), at the office where the Taxpayer files annual income tax returns, within 30 days after the date of transfer of the property, and must also be filed with the Taxpayer’s income tax returns for the calendar year. The election cannot be revoked without the consent of the IRS.

Dated:                                         , 2001	Taxpayer
The undersigned spouse of taxpayer joins in this election.
Dated:                                        , 2001
	Spouse of Taxpayer

                                        , 2001

Internal Revenue Service
5045 East Butler Avenue
Fresno, California 93888

Re:     Section 83(b) Election for purchase of NextG Networks, Inc. Common Stock

Ladies and Gentlemen:

     Enclosed is a completed form of election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, relating to my recent purchase of                      shares of Common Stock of NextG Networks, Inc.

Please acknowledge receipt of the enclosed by date-stamping the additional enclosed copy of this election and returning it in the envelope provided.

Sincerely,

Enclosure

PURCHASER ACKNOWLEDGMENT

Purchaser acknowledges that it is his sole responsibility to file within thirty (30) days of purchase, an election under Section 83(b), and further acknowledges that he or she must include a copy of such election with his or her personal income tax return.

	Acknowledged and Agreed:
Dated:
	Signature of Purchaser
	Residence Address:

EX-10.6

Exhibit 10.6

NextG Networks, Inc.

SECOND AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

     This Second Amended and Restated Executive Employment Agreement (this “Agreement”), dated July 21, 2004 (the “Effective Date”), is executed by and between NextG Networks, Inc., a Delaware corporation (collectively with its successors, the “Company”), and John B. Georges (the “Executive”). This Agreement amends and restates the Amended and Restated Executive Employment Agreement, dated July 18, 2001, executed by and between the Company and the Executive (the “Prior Agreement”). In this Agreement, the Executive and the Company are each individually referred to as a “Party,” and are collectively referred to as the “Parties.”

     1. Employment Duties and Scope.

          (a) Position and Duties. As of the Effective Date, the Executive will serve as the Company’s Chief Executive Officer. As the Company’s Chief Executive Officer, the Executive will render the business, management, and professional services that are consistent with the Executive’s position with the Company and as reasonably assigned to the Executive by the Company’s Board of Directors (the “Board”) and/or as are contemplated by the Company’s Bylaws. In this Agreement, the actual time period of the Executive’s employment under this Agreement is referred to as the “Employment Term.”

          (b) Board Membership. During the Employment Term and without additional compensation, the Executive will serve as a Company director and as Chairman of the Board, subject to any required Board and/or stockholder approval and subject to any Board nomination rights that the Executive may otherwise have pursuant to other agreements with the Company and/or others.

          (c) Obligations. During the Employment Term, the Executive will perform the Executive’s duties faithfully and to the best of the Executive’s ability, and the Executive will devote the Executive’s full business time, efforts, and attention to the Company; provided that nothing in this Section 1(c) will not be deemed to prohibit the Executive from serving as a director of or a consultant to other persons, corporations, or businesses to the extent that such service does not substantially interfere with the Executive’s duties and obligations under this Agreement.

     2. Employment Period.

          (a) Term. The employment period will begin on the Effective Date and will continue thereafter until the fourth anniversary of the Effective Date (the “Employment Period”), unless terminated earlier pursuant to the provisions of this Agreement.

          (b) Early Termination. Either the Company or the Executive may terminate the Executive’s employment before the end of the Employment Period by giving the other party 30 days’ advance written termination notice. In any such case:

               (i) Section 9(a)(i) will apply if the Company terminates the Executive’s employment before the Employment Period expires for any reason other than death, Disability (as defined below), or Cause (as defined below), or if the Executive terminates the Executive’s employment before the Employment Period expires for Good Reason (as defined below).

               (ii) Section 9(a)(ii) will apply if the Company terminates the Executive’s employment before the end of the Employment Period for death, Disability, or Cause, or if the Executive terminates the Executive’s employment before the Employment Period expires other than for Good Reason.

               (iii) Subject to Section 9(a)(i), upon termination of the Executive’s employment with the Company, the Executive’s rights under any applicable Company benefit plans will be determined under the provisions of those plans.

               (iv) Any written termination notice waiver will be valid only if such waiver is made in writing and expressly refers to the written termination notice requirement contained in this Section 2(b).

          (c) Death. The Executive’s employment will terminate in the event of the Executive’s death. The Company will have no obligation to pay or provide any compensation or benefits under this Agreement on account of the Executive’s death, or for periods after the Executive’s death; provided that the Company’s obligations under Section 9(a)(i) will not be interrupted as a result of the Executive’s death. The Executive’s rights under any applicable Company benefit plans in the event of the Executive’s death will be determined under the provisions of those plans.

          (d) Cause. The Company may terminate the Executive’s employment for Cause by giving the Executive 30 days’ advance written notice. For all purposes under this Agreement, the term “Cause” means (i) any act or omission by the Executive that constitutes a material breach by the Executive of any of the Executive’s obligations under this Agreement, the Executive’s Restricted Stock Purchase Agreement, any confidentiality agreement, or any invention assignment and proprietary information agreement, in each case, after written notice of such material breach and if the Executive fails to cure such material breach within 30 calendar days after receiving such notice; (ii) any material violation by the Executive of any law or regulation applicable to the Company or any of the Company’s subsidiaries or affiliates, or the Executive’s conviction of, or plea of nolo contendere to, a felony, or willful perpetration by the Executive of a common law fraud; (iii) the Executive’s continued substantial violations of the Executive’s employment duties after the Executive has received from the Company a written performance demand that specifically sets forth the factual basis for the Company’s belief that the Executive has substantially violated the Executive’s employment duties and if the Executive fails to cure such substantial violations within 30 calendar days after receiving such written demand; (iv) subject to the proviso in Section 1(c) and to the second sentence of Section 8, commencement of employment with another employer while the Executive is a Company employee and without the Board’s prior written consent; and (v) the Executive’s willful and repeated failure to comply with lawful written direction from the Board.

          (e) Disability. The Company may terminate the Executive’s employment for Disability by giving the Executive 30 days’ advance written notice. For all purposes under this

-2-

Agreement, the term “Disability” means that the Executive, as of the time that notice is given, has been unable to substantially perform the Executive’s duties under this Agreement for a period of at least six consecutive months as the result of the Executive’s incapacity due to physical or mental illness. If the Executive resumes the performance of substantially all of the Executive’s duties under this Agreement before the Executive’s termination becomes effective pursuant to this Section 2(e), then the termination notice will be deemed to have been automatically revoked by the Company. No compensation or benefits will be paid or provided to the Executive under this Agreement on account of termination for Disability, or for periods after the date on which a Disability-based termination becomes effective. In case of Disability, the Executive’s rights under any applicable Company benefit plans will be determined under the provisions of those plans.

          (f) Good Reason. The Executive’s employment with the Company will be deemed to have been constructively terminated by the Company, and the Executive may consequently terminate the Executive’s employment for Good Reason and become entitled to the benefits of Section 9(a)(i), if, before the Employment Period expires, one or more of the following events occurs without the Executive’s prior written consent:

               (i) the Executive’s duties, position, or responsibilities are significantly reduced or diminished relative to the Executive’s duties, position, or responsibilities as in effect immediately before such reduction or diminution, or the Executive is removed from such position, duties, and responsibilities, unless the Executive is provided with comparable duties, position, and responsibilities;

               (ii) any of the Executive’s facilities and perquisites (including office space and location) are substantially reduced or diminished without good business reasons, as compared to those available to the Executive immediately before such reduction or diminution;

               (iii) the Executive’s Base Salary is reduced, as compared to the Executive’s Base Salary as in effect immediately before such reduction;

               (iv) a material reduction in the kind or level of employee benefits to which the Executive is entitled as compared to those available immediately before such reduction with the result that the Executive’s overall benefits package is significantly reduced, unless such material reduction applies generally to all Company senior management;

               (v) the relocation of the Executive’s office to an office located more than 50 miles from the Executive’s current office or more than 50 miles from the Executive’s current residence;

               (vi) the Company’s failure to cause any successor to assume this Agreement in its entirety;

               (vii) any purported termination of the Executive’s employment if such termination is not for Cause, due to Disability, or due to death, or for which the grounds relied upon are not valid; or

-3-

               (viii) any material breach by the Company of any material provision of this Agreement.

     3. Principal Executive Office. The Executive’s services will be performed at the Company’s principal executive offices in Milpitas, California; provided that the Executive may be required to travel in connection with performing the Executive’s duties under this Agreement.

     4. Compensation.

          (a) Base Salary. During the Employment Period, the Company will pay the Executive a base salary equal to an annual rate of at least $170,000 (such annual rate, as in effect from time to time, the “Base Salary”). The Base Salary will be paid in periodic installments in accordance with the Company’s regular payroll practices. The Company will review the Base Salary at least annually as of the payroll payment date nearest each anniversary of the Effective Date (beginning in 2005), and the Company will increase the Base Salary as the Board or the Company’s compensation committee may approve.

          (b) Bonus. Beginning with the Company’s 2005 fiscal year and for each subsequent fiscal year during the Employment Period, the Executive will be eligible to receive an annual bonus payable within 15 days of the end of the applicable fiscal year based upon certain financial criteria (including revenue and profitability targets and other organizational milestones) to be agreed upon by the Executive and the Board or the compensation committee. Within 30 days before the end of each fiscal year during the Employment Period, the Executive will prepare and submit for Board or compensation committee review and approval a management bonus program for the succeeding fiscal year during the Employment Period that will include the financial criteria upon which the Executive’s bonus opportunity will be based. For any particular fiscal year during the Employment Period, the Board or the compensation committee will determine the actual amount of any bonus payable to the Executive under this Agreement.

     5. Employee Benefits. During the Employment Period, the Executive will be entitled to participate in the Company’s employee benefit plans or programs, if any, to the extent that the Executive’s position, tenure, salary, age, health, and other qualifications make him eligible to participate, subject to the rules and regulations applicable to such plans or programs. The Company reserves the right to cancel or change, at any time, the Company benefit plans and programs offered to the Company’s employees.

     6. Vacation. The Executive will be entitled to paid vacation in accordance with the Company’s vacation policy, with the timing and duration of specific vacations mutually and reasonably agreed upon by the Parties.

     7. Expenses. The Executive will be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, and other expenses incurred by the Executive during the Employment Period (in accordance with the policies and procedures established by the Company for Company senior executive officers) in the performance of the Executive’s duties and responsibilities under this Agreement; provided, that the Executive will properly account for such expenses in accordance with Company policies and procedures. For

-4-

purposes of this Section 7, the Parties agree that the Executive’s air travel will be coach class domestically and business class internationally.

     8. Other Activities. During the Company’s normal business hours, the Executive will devote substantially all of the Executive’s working time and efforts to the Company’s business and affairs and to diligently and faithfully performing the duties and responsibilities duly assigned to the Executive pursuant to this Agreement, except for vacations, holidays, and sickness; provided that the Executive may devote a reasonable amount of the Executive’s time to civic, community, charitable, or other public activities, and may serve as a director of or consultant to other persons, corporations, or businesses if none of such activities substantially interfere with the Executive’s duties and obligations under this Agreement.

     9. Termination Benefits. If the Executive’s employment terminates before the Employment Period expires, then the Executive will be entitled to receive the following severance and other benefits:

          (a) Severance.

               (i) Involuntary Termination. If the Company terminates the Executive’s employment for any reason other than for death, Disability, or Cause, or if the Executive terminates the Executive’s employment for Good Reason (each, an “Involuntary Termination”), then, instead of any severance benefits to which the Executive may otherwise be entitled under any Company severance plan or program and upon the execution of a mutually agreeable and commercially reasonable severance and release agreement, the Executive will be entitled to receive payments from the Company equal to the Base Salary plus full benefits (as in existence immediately before such termination) until the earliest of (A) the Employment Period expiration; (B) the 12-month anniversary of the effective date of the Executive’s Involuntary Termination; and (C) the date on which the Executive breaches the Executive’s obligations under Section 10 or Section 11.

               (ii) Other Termination. If the Executive’s employment terminates for Cause, because of the Executive’s death or Disability, or because the Executive resigns for other than for Good Reason, then the Executive will be entitled to receive severance and any other benefits only as may then be established under the Company’s existing severance and benefit plans and policies at the time of such termination.

          (b) No Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement (whether by seeking new employment or in any other manner).

     10. Proprietary Information. During the Employment Period and thereafter, the Executive will not, without the Board’s prior written consent, disclose or use for any purpose (except in the course of the Executive’s employment under this Agreement and in furtherance of the Company’s business) any of the Company’s confidential information or proprietary data. As an express condition of the Executive’s employment with the Company, the Executive agrees to remain subject to the Executive’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”). The Executive expressly agrees and acknowledges that the Executive’s right to receive the severance payments set forth in Section 9 (to the extent that the

-5-

Executive is otherwise entitled to such payments) will be conditioned upon compliance with the restrictions in this Section 10.

     11. Non-Solicitation.

          (a) Covenants. Until the latter of (i) the nine-month anniversary of the Executive’s employment termination for any reason and (ii) if applicable, the date of the last severance payment made to the Executive pursuant to Section 9(a)(i), the Executive expressly agrees and acknowledges that the Executive will not either directly or indirectly hire, recruit, solicit, induce, solicit, or attempt to hire, recruit, solicit, encourage, or take away, any Company employee or cause any Company employee to leave his or her employment either for the Executive or for any other entity or person.

          (b) Acknowledgment. The Executive represents that the Executive (i) is familiar with the foregoing covenants not to solicit, and (ii) is fully aware of the Executive’s obligations under such covenants, including the reasonableness of the length of time, scope, and geographic coverage of these covenants, and (iii) agrees that the length of time, scope, and geographic coverage of these covenants are reasonable and are necessary to protect the Company’s interests.

          (c) Conditional Nature of Severance Payments. The Executive agrees and acknowledges that the Executive’s right to receive the severance payments set forth in Section 9 (to the extent that the Executive is otherwise entitled to such payments) will be conditioned upon compliance with the restrictions contained in this Section 11.

     12. Advice of Counsel. The Executive expressly acknowledges that the Executive has consulted with counsel and is fully aware of the Executive’s rights and obligations under this Agreement.

     13. Successors. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the Company’s business and/or assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform in the absence of such succession. If the Company fails to receive such assumption agreement before such succession becomes effective, then the Executive will become entitled to receive the benefits described in Section 9(a)(i).

     14. Assignment. This Agreement and all rights under this Agreement will be binding upon and inure to the benefit of and be enforceable by the Parties and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors, and assigns. This Agreement is personal in nature, and, subject to Section 13, neither Party will, without the other Party’s prior written consent, assign, delegate, sublicense or transfer this Agreement or any right, duty, or obligation under this Agreement to any other person or entity; except that the Company may assign this Agreement to any wholly-owned Company subsidiaries, provided that any such assignment will not relieve the Company of the Company’s obligations under this Agreement. If the Executive dies while any amounts are still payable to the Executive under this Agreement, then all such amounts, unless otherwise provided in this Agreement, will be paid in

-6-

accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

     15. Absence of Conflict. The Executive represents and warrants that the Executive’s employment by the Company as described in this Agreement will not conflict with and will not be constrained by any prior employment or consulting agreement or relationship. Without limiting the foregoing, the Executive represents and warrants that the Executive is free to enter into this Agreement and that there are no employment contracts, non-competition agreements, restrictive covenants, or other agreements, whether oral or written, preventing the full performance of the Executive’s duties under this Agreement. The Executive further covenants that, in the course of performing his duties under this Agreement, the Executive will not use the confidential information, trade secrets, intellectual property, or other proprietary information of any other party without such party’s prior written consent.

     16. Notices. All notices, requests, demands, and other communications required or permitted by this Agreement will be in writing and will be deemed given (a) on the delivery date, or, if earlier, (b) one day after being sent by a well-established commercial overnight service, or (c) three days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the Parties or their successors at the following addresses, or at such other addresses as the Parties may later designate in writing:

If to the Executive:	John B. Georges
	[omitted in external version]
If to the Company:	NextG Networks, Inc.
	1759 S. Main Street, Suite 128
	Milpitas, California 95035
with a copy (which will not constitute notice) to:	Hab Siam
	Siam Law Group
	2921 S. Winchester Blvd.
	Campbell, CA 95008

or to such other address or the attention of such other person as the receiving Party has previously furnished to the other Party in writing in accordance with this Section 16.

     17. Waiver. Either Party’s failure or delay in enforcing any right, power, or privilege under this Agreement will not be deemed to constitute a waiver of such right, power, or privilege.

     18. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but, if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, then such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement, and any such invalid, illegal, or unenforceable provision will be

-7-

deemed modified to the limited extent required to permit its validity, legality, and enforcement in a manner most closely representing the Parties’ intention as expressed in this Agreement.

     19. Arbitration.

          (a) General. In consideration of the Executive’s service to the Company, the Company’s promise to arbitrate all employment-related disputes, and the Executive’s receipt of the compensation, pay raises, and other benefits paid to the Executive by the Company, both presently and in the future, the Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any Company employee, officer, director, shareholder, or benefit plan in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive’s service to the Company under this Agreement or otherwise or the termination of the Executive’s service with the Company, including any breach of this Agreement, will be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1283.05 (the “Rules”) and pursuant to California law. Disputes that the Executive agrees to arbitrate, and thereby waive any jury trial right, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, claims of harassment, discrimination, or wrongful termination, and any statutory claims. The Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with the Executive.

          (b) Procedure. The Executive agrees that the American Arbitration Association (“AAA”) will administer any arbitration and that a neutral arbitrator will be selected in a manner consistent with its National Rules for the Resolution of Employment Disputes. The arbitration proceedings will allow for discovery according to the rules set forth in the National Rules for the Resolution of Employment Disputes or California Code of Civil Procedure. The Executive agrees that the arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, before any arbitration hearing. The Executive agrees that the arbitrator will issue a written decision on the merits. The Executive also agrees that the arbitrator will have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. The Executive understands that the Company will pay for any administrative or hearing fees charged by the arbitrator or AAA, except that the Executive will pay the first $200.00 of any filing fees associated with any arbitration that the Executive initiates. The Executive agrees that the arbitrator will administer and conduct any arbitration in a manner consistent with the Rules and that the Rules will govern to the extent that the Rules conflict with the AAA’s National Rules for the Resolution of Employment Disputes conflict with the Rules.

          (c) Remedy. Except as provided by the Rules, arbitration will be the sole, exclusive, and final remedy for any dispute between the Executive and the Company. Accordingly, except as provided for by the Rules, neither the Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding the foregoing, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy that is not otherwise required by law and that the Company has not adopted.

-8-

          (d) Injunctive Relief. In addition to the right under the Rules to petition the court for provisional relief, the Executive agrees that any Party may also petition the court for injunctive relief where either Party alleges or claims a violation of this Agreement or the Confidentiality Agreement or any other agreement regarding trade secrets, confidential information, non-solicitation, or California Labor Code §2870. If either Party seeks injunctive relief, then the prevailing Party will be entitled to recover reasonable costs and attorneys’ fees.

          (e) Administrative Relief. The Executive understands that this Agreement does not prohibit the Executive from pursuing an administrative claim with a local, state, or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, or the workers’ compensation board. This Agreement does, however, preclude the Executive from pursuing court action regarding any such claim.

          (f) Voluntary Nature of Agreement. The Executive acknowledges and agrees that the Executive has executed and delivered this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. The Executive further acknowledges and agrees that the Executive has carefully read this Agreement and that the Executive has asked any questions needed for the Executive to understand the terms, consequences, and binding effect of this Agreement and to fully understand this Agreement, including that the Executive is waiving the Executive’s jury trial rights. Finally, the Executive agrees that the Executive has been provided an opportunity to seek the advice of an attorney of the Executive’s choice before signing this Agreement.

          (g) THE EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION RELATING TO ARBITRATION. THE EXECUTIVE UNDERSTANDS THAT, BY SIGNING AND DELIVERING THIS AGREEMENT, THE EXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION OF THIS AGREEMENT TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, DISCRIMINATION CLAIMS.

     20. Integration. This Agreement, together with the Founder’s Restricted Stock Purchase Agreement and the Confidential Information Agreement, represents the entire agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, whether written or oral. Without limiting the foregoing, this Agreement amends and restates the Prior Agreement in its entirety; provided that this Agreement will not be deemed to extinguish any debts or obligations that the Company has incurred to the Executive through the Effective Date pursuant to the Prior Agreement or otherwise. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding, unless made in writing and signed by the Parties and/or the Parties’ duly authorized representatives.

     21. Headings. The section headings contained in this Agreement are for the Parties’ convenience only and will not in any way affect the meaning or interpretation of any provision of this Agreement.

-9-

     22. Applicable Law. This Agreement will be governed by and construed in accordance with the internal substantive laws, and not the choice-of-law rules, of the State of California.

     23. Counterparts. This Agreement may be executed in one or more counterparts, none of which need contain the signature of more than one Party, and each of which will be deemed to be an original, and all of which together will constitute a single agreement.

     24. Tax Withholding. All payments made pursuant to this Agreement will be subject to applicable tax withholding.

     25. Acknowledgment. The Executive acknowledges that the Executive has had the opportunity to discuss this matter with and obtain advice from the Executive’s private attorney, has had sufficient time to do so, has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

* * * * *

-10-

Each Party has executed this Second Amended and Restated Executive Employment Agreement as of the Effective Date.

COMPANY:

NEXTG NETWORKS, INC.

By:	/s/ John B. Georges	Date:	07/21/04
Title:
EXECUTIVE:
/s/ John B. Georges		Date:	07/21/04
John B. Georges

-11-

EX-10.7

Exhibit 10.7

NextG Networks, Inc.

SECOND AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

     This Second Amended and Restated Executive Employment Agreement (this “Agreement”), dated July 21, 2004 (the “Effective Date”), is executed by and between NextG Networks, Inc., a Delaware corporation (collectively with its successors, the “Company”), and David M. Cutrer (the “Executive”). This Agreement amends and restates the Amended and Restated Executive Employment Agreement, dated July 18, 2001, executed by and between the Company and the Executive (the “Prior Agreement”). In this Agreement, the Executive and the Company are each individually referred to as a “Party,” and are collectively referred to as the “Parties.”

     1. Employment Duties and Scope.

          (a) Position and Duties. As of the Effective Date, the Executive will serve as the Company’s Chief Technology Officer. As the Company’s Chief Technology Officer, the Executive will render the business, management, and professional services that are consistent with the Executive’s position with the Company and as reasonably assigned to the Executive by the Company’s Board of Directors (the “Board”) and/or as are contemplated by the Company’s Bylaws. In this Agreement, the actual time period of the Executive’s employment under this Agreement is referred to as the “Employment Term.”

          (b) Board Membership. During the Employment Term and without additional compensation, the Executive will serve as a Company director and as Vice-Chairman of the Board, subject to any required Board and/or stockholder approval and subject to any Board nomination rights that the Executive may otherwise have pursuant to other agreements with the Company and/or others.

          (c) Obligations. During the Employment Term, the Executive will perform the Executive’s duties faithfully and to the best of the Executive’s ability, and the Executive will devote the Executive’s full business time, efforts, and attention to the Company; provided that nothing in this Section 1(c) will not be deemed to prohibit the Executive from serving as a director of or a consultant to other persons, corporations, or businesses to the extent that such service does not substantially interfere with the Executive’s duties and obligations under this Agreement.

     2. Employment Period.

          (a) Term. The employment period will begin on the Effective Date and will continue thereafter until the fourth anniversary of the Effective Date (the “Employment Period”), unless terminated earlier pursuant to the provisions of this Agreement.

          (b) Early Termination. Either the Company or the Executive may terminate the Executive’s employment before the end of the Employment Period by giving the other party 30 days’ advance written termination notice. In any such case:

               (i) Section 9(a)(i) will apply if the Company terminates the Executive’s employment before the Employment Period expires for any reason other than death, Disability (as defined below), or Cause (as defined below), or if the Executive terminates the Executive’s employment before the Employment Period expires for Good Reason (as defined below).

               (ii) Section 9(a)(ii) will apply if the Company terminates the Executive’s employment before the end of the Employment Period for death, Disability, or Cause, or if the Executive terminates the Executive’s employment before the Employment Period expires other than for Good Reason.

               (iii) Subject to Section 9(a)(i), upon termination of the Executive’s employment with the Company, the Executive’s rights under any applicable Company benefit plans will be determined under the provisions of those plans.

               (iv) Any written termination notice waiver will be valid only if such waiver is made in writing and expressly refers to the written termination notice requirement contained in this Section 2(b).

          (c) Death. The Executive’s employment will terminate in the event of the Executive’s death. The Company will have no obligation to pay or provide any compensation or benefits under this Agreement on account of the Executive’s death, or for periods after the Executive’s death; provided that the Company’s obligations under Section 9(a)(i) will not be interrupted as a result of the Executive’s death. The Executive’s rights under any applicable Company benefit plans in the event of the Executive’s death will be determined under the provisions of those plans.

          (d) Cause. The Company may terminate the Executive’s employment for Cause by giving the Executive 30 days’ advance written notice. For all purposes under this Agreement, the term “Cause” means (i) any act or omission by the Executive that constitutes a material breach by the Executive of any of the Executive’s obligations under this Agreement, the Executive’s Restricted Stock Purchase Agreement, any confidentiality agreement, or any invention assignment and proprietary information agreement, in each case, after written notice of such material breach and if the Executive fails to cure such material breach within 30 calendar days after receiving such notice; (ii) any material violation by the Executive of any law or regulation applicable to the Company or any of the Company’s subsidiaries or affiliates, or the Executive’s conviction of, or plea of nolo contendere to, a felony, or willful perpetration by the Executive of a common law fraud; (iii) the Executive’s continued substantial violations of the Executive’s employment duties after the Executive has received from the Company a written performance demand that specifically sets forth the factual basis for the Company’s belief that the Executive has substantially violated the Executive’s employment duties and if the Executive fails to cure such substantial violations within 30 calendar days after receiving such written demand; (iv) subject to the proviso in Section 1(c) and to the second sentence of Section 8, commencement of employment with another employer while the Executive is a Company employee and without the Board’s prior written consent; and (v) the Executive’s willful and repeated failure to comply with lawful written direction from the Board.

          (e) Disability. The Company may terminate the Executive’s employment for Disability by giving the Executive 30 days’ advance written notice. For all purposes under this

-2-

Agreement, the term “Disability” means that the Executive, as of the time that notice is given, has been unable to substantially perform the Executive’s duties under this Agreement for a period of at least six consecutive months as the result of the Executive’s incapacity due to physical or mental illness. If the Executive resumes the performance of substantially all of the Executive’s duties under this Agreement before the Executive’s termination becomes effective pursuant to this Section 2(e), then the termination notice will be deemed to have been automatically revoked by the Company. No compensation or benefits will be paid or provided to the Executive under this Agreement on account of termination for Disability, or for periods after the date on which a Disability-based termination becomes effective. In case of Disability, the Executive’s rights under any applicable Company benefit plans will be determined under the provisions of those plans.

          (f) Good Reason. The Executive’s employment with the Company will be deemed to have been constructively terminated by the Company, and the Executive may consequently terminate the Executive’s employment for Good Reason and become entitled to the benefits of Section 9(a)(i), if, before the Employment Period expires, one or more of the following events occurs without the Executive’s prior written consent:

               (i) the Executive’s duties, position, or responsibilities are significantly reduced or diminished relative to the Executive’s duties, position, or responsibilities as in effect immediately before such reduction or diminution, or the Executive is removed from such position, duties, and responsibilities, unless the Executive is provided with comparable duties, position, and responsibilities;

               (ii) any of the Executive’s facilities and perquisites (including office space and location) are substantially reduced or diminished without good business reasons, as compared to those available to the Executive immediately before such reduction or diminution;

               (iii) the Executive’s Base Salary is reduced, as compared to the Executive’s Base Salary as in effect immediately before such reduction;

               (iv) a material reduction in the kind or level of employee benefits to which the Executive is entitled as compared to those available immediately before such reduction with the result that the Executive’s overall benefits package is significantly reduced, unless such material reduction applies generally to all Company senior management;

               (v) the relocation of the Executive’s office to an office located more than 50 miles from the Executive’s current office or more than 50 miles from the Executive’s current residence;

               (vi) the Company’s failure to cause any successor to assume this Agreement in its entirety;

               (vii) any purported termination of the Executive’s employment if such termination is not for Cause, due to Disability, or due to death, or for which the grounds relied upon are not valid; or

-3-

               (viii) any material breach by the Company of any material provision of this Agreement.

     3. Principal Executive Office. The Executive’s services will be performed at the Company’s principal executive offices in Milpitas, California; provided that the Executive may be required to travel in connection with performing the Executive’s duties under this Agreement.

     4. Compensation.

          (a) Base Salary. During the Employment Period, the Company will pay the Executive a base salary equal to an annual rate of at least $170,000 (such annual rate, as in effect from time to time, the “Base Salary”). The Base Salary will be paid in periodic installments in accordance with the Company’s regular payroll practices. The Company will review the Base Salary at least annually as of the payroll payment date nearest each anniversary of the Effective Date (beginning in 2005), and the Company will increase the Base Salary as the Board may approve.

          (b) Bonus. Beginning with the Company’s 2005 fiscal year and for each subsequent fiscal year during the Employment Period, the Executive will be eligible to receive an annual bonus payable within 15 days of the end of the applicable fiscal year based upon certain financial criteria (including revenue and profitability targets and other organizational milestones) to be agreed upon by the Executive and the Board or the compensation committee. For any particular fiscal year during the Employment Period, the Board or the compensation committee will determine the actual amount of any bonus payable to the Executive under this Agreement.

     5. Employee Benefits. During the Employment Period, the Executive will be entitled to participate in the Company’s employee benefit plans or programs, if any, to the extent that the Executive’s position, tenure, salary, age, health, and other qualifications make him eligible to participate, subject to the rules and regulations applicable to such plans or programs. The Company reserves the right to cancel or change, at any time, the Company benefit plans and programs offered to the Company’s employees.

     6. Vacation. The Executive will be entitled to paid vacation in accordance with the Company’s vacation policy, with the timing and duration of specific vacations mutually and reasonably agreed upon by the Parties.

     7. Expenses. The Executive will be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, and other expenses incurred by the Executive during the Employment Period (in accordance with the policies and procedures established by the Company for Company senior executive officers) in the performance of the Executive’s duties and responsibilities under this Agreement; provided, that the Executive will properly account for such expenses in accordance with Company policies and procedures. For purposes of this Section 7, the Parties agree that the Executive’s air travel will be coach class domestically and business class internationally.

     8. Other Activities. During the Company’s normal business hours, the Executive will devote substantially all of the Executive’s working time and efforts to the Company’s business and affairs and to diligently and faithfully performing the duties and responsibilities duly assigned to the

-4-

Executive pursuant to this Agreement, except for vacations, holidays, and sickness; provided that the Executive may devote a reasonable amount of the Executive’s time to civic, community, charitable, or other public activities, and may serve as a director of or consultant to other persons, corporations, or businesses if none of such activities substantially interfere with the Executive’s duties and obligations under this Agreement.

     9. Termination Benefits. If the Executive’s employment terminates before the Employment Period expires, then the Executive will be entitled to receive the following severance and other benefits:

          (a) Severance.

               (i) Involuntary Termination. If the Company terminates the Executive’s employment for any reason other than for death, Disability, or Cause, or if the Executive terminates the Executive’s employment for Good Reason (each, an “Involuntary Termination”), then, instead of any severance benefits to which the Executive may otherwise be entitled under any Company severance plan or program and upon the execution of a mutually agreeable and commercially reasonable severance and release agreement, the Executive will be entitled to receive payments from the Company equal to the Base Salary plus full benefits (as in existence immediately before such termination) until the earliest of (A) the Employment Period expiration; (B) the 12-month anniversary of the effective date of the Executive’s Involuntary Termination; and (C) the date on which the Executive breaches the Executive’s obligations under Section 10 or Section 11.

               (ii) Other Termination. If the Executive’s employment terminates for Cause, because of the Executive’s death or Disability, or because the Executive resigns for other than for Good Reason, then the Executive will be entitled to receive severance and any other benefits only as may then be established under the Company’s existing severance and benefit plans and policies at the time of such termination.

          (b) No Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement (whether by seeking new employment or in any other manner).

     10. Proprietary Information. During the Employment Period and thereafter, the Executive will not, without the Board’s prior written consent, disclose or use for any purpose (except in the course of the Executive’s employment under this Agreement and in furtherance of the Company’s business) any of the Company’s confidential information or proprietary data. As an express condition of the Executive’s employment with the Company, the Executive agrees to remain subject to the Executive’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”). The Executive expressly agrees and acknowledges that the Executive’s right to receive the severance payments set forth in Section 9 (to the extent that the Executive is otherwise entitled to such payments) will be conditioned upon compliance with the restrictions in this Section 10.

-5-

     11. Non-Solicitation.

          (a) Covenants. Until the latter of (i) the nine-month anniversary of the Executive’s employment termination for any reason and (ii) if applicable, the date of the last severance payment made to the Executive pursuant to Section 9(a)(i), the Executive expressly agrees and acknowledges that the Executive will not either directly or indirectly hire, recruit, solicit, induce, solicit, or attempt to hire, recruit, solicit, encourage, or take away, any Company employee or cause any Company employee to leave his or her employment either for the Executive or for any other entity or person.

          (b) Acknowledgment. The Executive represents that the Executive (i) is familiar with the foregoing covenants not to solicit, and (ii) is fully aware of the Executive’s obligations under such covenants, including the reasonableness of the length of time, scope, and geographic coverage of these covenants, and (iii) agrees that the length of time, scope, and geographic coverage of these covenants are reasonable and are necessary to protect the Company’s interests.

          (c) Conditional Nature of Severance Payments. The Executive agrees and acknowledges that the Executive’s right to receive the severance payments set forth in Section 9 (to the extent that the Executive is otherwise entitled to such payments) will be conditioned upon compliance with the restrictions contained in this Section 11.

     12. Advice of Counsel. The Executive expressly acknowledges that the Executive has consulted with counsel and is fully aware of the Executive’s rights and obligations under this Agreement.

     13. Successors. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the Company’s business and/or assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform in the absence of such succession. If the Company fails to receive such assumption agreement before such succession becomes effective, then the Executive will become entitled to receive the benefits described in Section 9(a)(i).

     14. Assignment. This Agreement and all rights under this Agreement will be binding upon and inure to the benefit of and be enforceable by the Parties and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors, and assigns. This Agreement is personal in nature, and, subject to Section 13, neither Party will, without the other Party’s prior written consent, assign, delegate, sublicense or transfer this Agreement or any right, duty, or obligation under this Agreement to any other person or entity; except that the Company may assign this Agreement to any wholly-owned Company subsidiaries, provided that any such assignment will not relieve the Company of the Company’s obligations under this Agreement. If the Executive dies while any amounts are still payable to the Executive under this Agreement, then all such amounts, unless otherwise provided in this Agreement, will be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

-6-

     15. Absence of Conflict. The Executive represents and warrants that the Executive’s employment by the Company as described in this Agreement will not conflict with and will not be constrained by any prior employment or consulting agreement or relationship. Without limiting the foregoing, the Executive represents and warrants that the Executive is free to enter into this Agreement and that there are no employment contracts, non-competition agreements, restrictive covenants, or other agreements, whether oral or written, preventing the full performance of the Executive’s duties under this Agreement. The Executive further covenants that, in the course of performing his duties under this Agreement, the Executive will not use the confidential information, trade secrets, intellectual property, or other proprietary information of any other party without such party’s prior written consent.

     16. Notices. All notices, requests, demands, and other communications required or permitted by this Agreement will be in writing and will be deemed given (a) on the delivery date, or, if earlier, (b) one day after being sent by a well-established commercial overnight service, or (c) three days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the Parties or their successors at the following addresses, or at such other addresses as the Parties may later designate in writing:

If to the Executive:	David M. Cutrer
	[Omitted in external version]
If to the Company:	NextG Networks, Inc.
	1759 S. Main Street, Suite 128
	Milpitas, California 95035
with a copy (which will not constitute notice) to:	Hab Siam
	Siam Law Group
	2921 S. Winchester Blvd.
	Campbell, CA 95008

or to such other address or the attention of such other person as the receiving Party has previously furnished to the other Party in writing in accordance with this Section 16.

     17. Waiver. Either Party’s failure or delay in enforcing any right, power, or privilege under this Agreement will not be deemed to constitute a waiver of such right, power, or privilege.

     18. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but, if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, then such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement, and any such invalid, illegal, or unenforceable provision will be deemed modified to the limited extent required to permit its validity, legality, and enforcement in a manner most closely representing the Parties’ intention as expressed in this Agreement.

-7-

     19. Arbitration.

          (a) General. In consideration of the Executive’s service to the Company, the Company’s promise to arbitrate all employment-related disputes, and the Executive’s receipt of the compensation, pay raises, and other benefits paid to the Executive by the Company, both presently and in the future, the Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any Company employee, officer, director, shareholder, or benefit plan in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive’s service to the Company under this Agreement or otherwise or the termination of the Executive’s service with the Company, including any breach of this Agreement, will be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1283.05 (the “Rules”) and pursuant to California law. Disputes that the Executive agrees to arbitrate, and thereby waive any jury trial right, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, claims of harassment, discrimination, or wrongful termination, and any statutory claims. The Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with the Executive.

          (b) Procedure. The Executive agrees that the American Arbitration Association (“AAA”) will administer any arbitration and that a neutral arbitrator will be selected in a manner consistent with its National Rules for the Resolution of Employment Disputes. The arbitration proceedings will allow for discovery according to the rules set forth in the National Rules for the Resolution of Employment Disputes or California Code of Civil Procedure. The Executive agrees that the arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, before any arbitration hearing. The Executive agrees that the arbitrator will issue a written decision on the merits. The Executive also agrees that the arbitrator will have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. The Executive understands that the Company will pay for any administrative or hearing fees charged by the arbitrator or AAA, except that the Executive will pay the first $200.00 of any filing fees associated with any arbitration that the Executive initiates. The Executive agrees that the arbitrator will administer and conduct any arbitration in a manner consistent with the Rules and that the Rules will govern to the extent that the Rules conflict with the AAA’s National Rules for the Resolution of Employment Disputes conflict with the Rules.

          (c) Remedy. Except as provided by the Rules, arbitration will be the sole, exclusive, and final remedy for any dispute between the Executive and the Company. Accordingly, except as provided for by the Rules, neither the Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding the foregoing, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy that is not otherwise required by law and that the Company has not adopted.

          (d) Injunctive Relief. In addition to the right under the Rules to petition the court for provisional relief, the Executive agrees that any Party may also petition the court for injunctive

-8-

relief where either Party alleges or claims a violation of this Agreement or the Confidentiality Agreement or any other agreement regarding trade secrets, confidential information, non-solicitation, or California Labor Code §2870. If either Party seeks injunctive relief, then the prevailing Party will be entitled to recover reasonable costs and attorneys’ fees.

          (e) Administrative Relief. The Executive understands that this Agreement does not prohibit the Executive from pursuing an administrative claim with a local, state, or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, or the workers’ compensation board. This Agreement does, however, preclude the Executive from pursuing court action regarding any such claim.

          (f) Voluntary Nature of Agreement. The Executive acknowledges and agrees that the Executive has executed and delivered this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. The Executive further acknowledges and agrees that the Executive has carefully read this Agreement and that the Executive has asked any questions needed for the Executive to understand the terms, consequences, and binding effect of this Agreement and to fully understand this Agreement, including that the Executive is waiving the Executive’s jury trial rights. Finally, the Executive agrees that the Executive has been provided an opportunity to seek the advice of an attorney of the Executive’s choice before signing this Agreement.

          (g) THE EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION RELATING TO ARBITRATION. THE EXECUTIVE UNDERSTANDS THAT, BY SIGNING AND DELIVERING THIS AGREEMENT, THE EXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION OF THIS AGREEMENT TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, DISCRIMINATION CLAIMS.

     20. Integration. This Agreement, together with the Founder’s Restricted Stock Purchase Agreement and the Confidential Information Agreement, represents the entire agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, whether written or oral. Without limiting the foregoing, this Agreement amends and restates the Prior Agreement in its entirety; provided that this Agreement will not be deemed to extinguish any debts or obligations that the Company has incurred to the Executive through the Effective Date pursuant to the Prior Agreement or otherwise. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding, unless made in writing and signed by the Parties and/or the Parties’ duly authorized representatives.

     21. Headings. The section headings contained in this Agreement are for the Parties’ convenience only and will not in any way affect the meaning or interpretation of any provision of this Agreement.

-9-

     22. Applicable Law. This Agreement will be governed by and construed in accordance with the internal substantive laws, and not the choice-of-law rules, of the State of California.

     23. Counterparts. This Agreement may be executed in one or more counterparts, none of which need contain the signature of more than one Party, and each of which will be deemed to be an original, and all of which together will constitute a single agreement.

     24. Tax Withholding. All payments made pursuant to this Agreement will be subject to applicable tax withholding.

     25. Acknowledgment. The Executive acknowledges that the Executive has had the opportunity to discuss this matter with and obtain advice from the Executive’s private attorney, has had sufficient time to do so, has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

* * * * *

-10-

     Each Party has executed this Second Amended and Restated Executive Employment Agreement as of the Effective Date.

COMPANY:
NEXTG NETWORKS, INC.
By:	/s/ John B. Georges	Date:	07/21/04
Title:
EXECUTIVE:
/s/ David M. Cutrer		Date:	07/21/04
David M. Cutrer

-11-

EX-10.8

Exhibit 10.8

     

                                                  NextG Networks, Inc. 2216 O’Toole Avenue, San Jose, CA 95131 Telephone 408 954 1580 Fax 408 383 5397

May 26, 2008

Randall I. Bambrough
[Omitted in external version]

Dear Randy:

We are pleased to offer you a position with NextG Networks, Inc. (the “Company”) as the Chief Financial Officer reporting directly to John Georges, Chief Executive Officer. In this position, you will be responsible for performing duties commensurate with your position that are assigned to you by John. Your employment will begin on Tuesday, May 27, 2008, unless mutually agreed otherwise.

Compensation:

Your initial base salary for this position, if you accept our offer, will be $16,666,67 per month (which is equivalent to $200,000 per year), less standard deductions and withholdings, paid on the 15th and the last day of each month. In the event a payday falls on a weekend or holiday, your paycheck would be issued on the previous workday. Your first pay period may be pro-rated to reflect your actual starting date. Your work schedule usually will be for eight hours per day, Monday through Friday; however, it may vary, as needed.

You will also participate in an annual incentive bonus plan where you may earn up to an additional $40,000 based upon 100% achievement of your first full year plan, payable on an annual basis, based on the achievement of objectives that you and the Company’s CEO will mutually determine in good faith within 60 days following start of your employment.

Stock Options:

We will recommend to the Company’s Board of Directors that, at the first Board of Directors meeting after you begin your employment, you be granted a stock option to purchase 310,000 shares of the Company’s Common Stock at an exercise price equal to the then current fair market value as determined by the Board of Directors at such meeting (the “Option”). Subject to approval by the Board of Directors, twenty-five percent (25%) of the shares subject to the Option shall vest one year after the date of grant and 1/48th of the original shares subject to the Option shall vest monthly thereafter, so that the Option shall be fully vested and exercisable four (4) years from the date of grant, subject to your continued service to the Company on the relevant vesting dates. In all other respects, the Option shall be subject to the terms, definitions, and provisions of the Company’s 2001 Stock Plan and the stock option agreement by and between you and the Company, both of which documents are incorporated herein by reference.

Severance Payments Upon Termination:

If, and prior to a Change of Control as described in the Company’s First Amended and Restated Change of Control Agreement, the Board terminates your employment with the Company without Cause or you terminate your employment with the Company by resigning for Good Reason at any time prior to completion of one full year of continuous employment after the date of your initial

1

stock option grant, in addition to your base salary through the date of such termination plus any other benefits to which you may be entitled to through the date of termination, the Company will pay you upon severance (i) an amount equal to your then base salary for a period of three months following the date of termination (payment to be made in accordance with the Company’s basic payroll policies and schedules), and (ii) solely in the event of such a termination of the employment prior to the Initial Vesting Date, accelerated vesting on your initial option granted such that the total vested portion of such option equals 25%. As provided for under the Company’s stock option plan, you shall have thirty (30) days from the date of your termination to exercise your vested stock options. Additionally, in the event you are covered by the Company’s group medical plan as of your employment termination and you timely elect to continue coverage under that plan pursuant to applicable law (“COBRA”), the Company will pay your COBRA premiums until the earliest of (i) the close of the three-month period following the termination of your employment, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; thereafter, you shall be solely responsible for payment of your COBRA premiums.

If your employment is terminated for any other reason than set forth in the foregoing, then you will be entitled to receive solely the Company’s standard termination entitlements.

You agree that the payments set forth in this letter agreement constitute all the payments that you shall be entitled to, and under any theory, in the event of any termination of employment. Receipt of these benefits shall be contingent upon receipt by the Company of a full release from you.

For purposes of this letter agreement, a termination for “Cause” occurs if you are terminated as a result of your: (i) conviction of a felony, (ii) commission of any act or theft, fraud or dishonesty against, or involving the records of, the Company, (iii) material breach of the Employee Invention and Nondisclosure Agreement and/or any other similar such agreement, provided that such material breach of Employee Invention and Nondisclosure Agreement and/or any other similar such agreement will not constitute “Cause” if such material breach is cured, if curable, within ten (10) days of its occurrence, (iv) action which is intended to and does have a material detrimental effect on the Company’s reputation or business, or (v) failure or inability to perform any assigned duties reasonably expected of an employee in your position after written notice from the Company to you, and a reasonable opportunity to cure, such failure or inability.

Additionally, for purposes of this letter agreement, a resignation for “Good Reason” shall mean that you resign from employment with the Company due to any of the following: (i) any failure by the Company to comply with the material terms of this letter agreement after being provided written notice from you to the Company of its noncompliance, and such noncompliance is not promptly cured; (ii) any request by the Company that you perform any act which is illegal; (iii) any material reduction in your responsibilities, duties or authority (unless consented to in writing by you) relative to that which was in effect immediately prior to such reduction; (iv) any material reduction of your compensation, incentive programs or benefits from that which was in effect immediately prior to the reduction (including a refusal by an acquiror to assume any stock option or stock purchase agreement to which you are a party in its entirety); or (v) relocation of your place of employment to a location more than 50 miles from the current location.

Other Terms:

This position is classified as a regular, salaried exempt position, on a full-time basis,. Exempt jobs are compensated based upon the responsibilities and professional skills required to accomplish the objectives of a position successfully. These positions are classified in accordance with state and federal regulations; and pay is based on performing specific functions and assignments,

NextG Networks, Inc. Page 2 of 4

rather than on hours worked. All personnel classified as exempt are presumed to accept their position responsibilities with the realization that a certain amount of overtime work is inevitable in the normal course of their duties. No overtime compensation will be paid to exempt employees.

As a regular, full-time employee, you will be eligible to participate in the Company’s employee benefit plans including health, dental, and vision insurance, paid time off, and holidays. These and other employee benefits, policies, and procedures are defined in an Employee Handbook and other documents, which will be issued to you on your first day of work. Please note that the Company reserves the right to initiate, cancel, or change any benefit plans and programs that it may offer to its employees, at any time.

Both you and your supervisor will continue to evaluate your performance throughout your employment, to work towards a mutually beneficial and rewarding experience with the Company. You are encouraged to discuss your progress and performance with your supervisor at any time. Please also feel free to come to your supervisor to discuss any other matters that may be affecting your work or our ability to meet the Company’s commitments to its customers and investors.

If you choose to accept this offer, you should be aware that your employment with the Company constitutes “at-will” employment. As such, you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time and for any or no reason whatsoever, with or without good cause or advance notice. This at-will employment relationship cannot be changed except in writing signed by a Company officer. You understand and agree that neither your job performance nor promotions, commendations, bonuses, or any other compensation or recognition from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of your employment with the Company.

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

This offer is conditional, based on the fact that we have not completed a background investigation process to date. You should understand that, in the event the Company obtains any adverse information as a result of an investigation, such as a criminal record or falsification on your employment application or resume, this offer may be rescinded or your employment may be subject to termination, regardless of the date of discovery.

You agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting, or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company.

By accepting this offer, you agree that, for one year following the termination of your employment with the Company, you will not personally initiate or participate in the solicitation of any employee of the Company to terminate his or her relationship with the Company in order to become an employee, consultant, or independent contractor for any other person or business entity.

As a NextG Networks employee, you will be expected to abide by Company rules, regulations, policies, and procedures, You will be specifically required to sign an acknowledgment that you have read and understand the Company rules of conduct, including the Company’s strict policy prohibiting harassment and discrimination. You also agree to maintain the confidentiality of all confidential and proprietary information of the Company and agree, as a condition of your employment, to enter into a Confidentiality and Invention Assignment Agreement before you begin your employment. This offer is contingent on your signature on the attached Confidentiality

NextG Networks, Inc. Page 3 of 4

and Invention Assignment Agreement. Subject to the Severance Payments Upon Termination section of this letter, the Company reserves the right to modify your compensation and benefits from time to time, as it deems necessary, or to amend or terminate any of the policies, plans, or benefits described in this letter at any time, without notice, with the exception of the Company’s employment at-will policy.

This letter, including the documents incorporated herein by reference, represent the entire agreement and understanding between you and the Company concerning your employment relationship with the Company, and supersede in their entirety any and all prior agreements and understandings concerning your employment relationship with the Company, whether written or oral.

The terms of this letter may only be modified, amended, canceled, or discharged by a written agreement signed by you and an authorized officer of the Company. No other representative of the Company has authority to alter the at-will status of your employment or to enter into any employment contract for a definite period with you.

This letter shall be governed by the internal substantive laws, but not the choice of law rules, of the State of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this letter shall continue in full force and effect without such provision.

To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below, and return the signed and dated letter and Non-Disclosure and Proprietary Information Agreement to Raymond Ostby no later than Tuesday, May 27, 2008 at which time this offer will expire, if not accepted on or before that date. Your signature below also confirms our understanding that you are not subject to any employment agreement with another firm that would preclude us from offering this position to you or you from joining our organization. We will look forward to having you arrive for your first day of work on Tuesday, May 27, 2008 for New Hire Orientation.

We look forward to working with you at NextG Networks, Inc.

Sincerely, NEXTG NETWORKS, INC.

/s/ Raymond Ostby

Raymond Ostby

CFO

I accept this offer of regular, full-time employment and agree to the terms and conditions of employment set forth in this letter agreement:

Signature:	/s/ Randall I. Bambrough
	Randall I. Bambrough
Date Signed:	5/26/08	Planned Start Date:	5/27/08

Enclosures: Confidentiality and Invention Assignment Agreement, duplicate offer letter, benefits summary, Application Form and Release

NextG Networks, Inc. Page 4 of 4

EX-10.9

Exhibit 10.9

NextG Networks, Inc.

FIRST AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT

     This First Amended and Restated Change of Control Agreement (this “Agreement”), dated as of November 15, 2007 (the “Effective Date”), is executed by and among                                          (the “Executive”) and NextG Networks, Inc., a Delaware corporation (the “Company”). The Executive and the Company are each individually referred to in this Agreement as a “Party” and are collectively referred to in this Agreement as the “Parties.” Certain capitalized terms are defined in Section 5.

     This Agreement amends, restates, and supersedes the [___date___] Change of Control Agreement between the Executive and the Company.

Recitals

     A. The Board expects that, from time to time, the Company may consider the possibility of an acquisition of the Company by another company or some other Change of Control. The Board recognizes that such considerations may distract the Executive and may cause the Executive to consider alternative employment opportunities.

     B. The Board believes that it is in the Company’s best interests and for the stockholders’ benefit to provide the Executive with an incentive to continue the Executive’s employment with the Company and to maximize the Company’s value upon a Change of Control.

Agreement

     In consideration of the mutual covenants contained in this Agreement, and in consideration of the Company’s continuing employment of the Executive, the Parties agree as follows:

     1. Employment. As of the Effective Date, the Executive is employed by the Company as the Company’s                                          with the duties, responsibilities, and compensation that exist on the Effective Date. Before a Change of Control, this Agreement will not restrict the Company in any manner with respect to the Executive’s employment, including with respect to revising from time to time the Executive’s duties, responsibilities, and/or compensation. The Company and the Executive expressly acknowledge and agree that the Executive’s employment with the Company has been, is, and will continue to be at-will employment, as defined under applicable law. If the Executive’s employment with the Company terminates for any reason or no reason at any time before a Change of Control, then this Agreement will not entitle the Executive to any payment, benefit, damage, award, or compensation.

     2. Involuntary Termination After a Change of Control. Subject to Section 1, Section 3 and Section 4, if the Executive’s employment with the Company terminates at any time on or after a Change of Control and if such termination results from an Involuntary Termination, then any and all

unvested stock options held by the Executive as of the Termination Date will immediately vest and become immediately exercisable on the Termination Date and all repurchase options applicable to all restricted stock held by the Executive will immediately terminate on the Termination Date.

     3. Other Termination. If the Executive’s employment terminates at any time for any reason other than an Involuntary Termination, including for Cause or the Executive’s voluntary resignation, or if the Executive’s employment terminates for any reason or no reason before a Change of Control, then the Executive will not be entitled to receive any accelerated stock option vesting or accelerated repurchase option termination pursuant to this Agreement and the Executive will not be entitled to any other benefit from the Company as a result of this Agreement. Without limiting the foregoing sentence and notwithstanding anything to the contrary in this Agreement, this Agreement will not confer any benefit to the Executive, and no compensation or benefits will be paid to the Executive under this Agreement, if the Executive’s employment is terminated because of the Executive’s death or Disability.

     4. Limitation on Payments. If the benefits provided to the Executive in this Agreement (a) become payable, (b) constitute a “parachute payment(s)” within the meaning of Code Section 280G, and (c) but for this Section 4, would be subject to the excise tax imposed by Code Section 4999, then any benefits payable to the Executive under Section 2 will be payable either in full or as to such lesser amount that would result in no portion of such benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the excise tax imposed by Code Section 4999, results in the Executive receiving, on an after-tax basis, the greatest amount of benefits under Section 2, notwithstanding that all or some portion of such benefits may be taxable under Code Section 4999. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 will be made in writing by the Accountants, whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Code Section 4999. The Company and the Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request to make a determination under this Section 4. The Company will bear all costs that the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

     5. Definitions. In this Agreement, the following terms have the following meanings:

          (a) “Accountants” means the Company’s independent public accountants.

          (b) “Board” means the Company’s Board of Directors.

          (c) “Cause” means the Executive’s (i) failure to satisfactorily perform substantially the same employment duties and responsibilities that the Executive’s was assigned and performed immediately before the Change of Control; provided that the Company has given the Executive at least 30 days’ written notice of such failure, which notice describes the Executive’s

-2-

failure to satisfactorily perform such duties or responsibilities; (ii) act of dishonesty, fraud, or misrepresentation; (iii) violation of any federal or state law or regulation applicable to the Company’s business; (iv) breach of any agreement with the Company, including, but not limited to, the Executive’s confidentiality agreement or invention assignment with the Company; (v) conviction of, or plea of nolo contendere to, any crime; (vi) commission of any act of moral turpitude; (vii) willful act by the Executive that constitutes gross misconduct and that is injurious to the Company; or (viii) death or Disability.

          (d) “Change of Control” means the occurrence of any of the following:

               (i) the acquisition of the Company by another entity by consolidation, merger, or other reorganization in which the holders of the Company’s voting stock immediately before the acquisition transaction own, immediately after the acquisition transaction, Company securities representing less than 50% of the Company’s voting power or of the voting power of the entity surviving such transaction; provided that no Change of Control will be deemed to occur (A) in a merger implemented solely for the purpose of changing the Company’s domicile or (B) with respect to any equity or debt financing for the primary purpose of raising operating capital; or

               (ii) the Company’s sale or disposition of all or substantially all of the Company’s assets.

          (e) “Code” means the Internal Revenue Code of 1986, as amended.

          (f) “Disability” means the Executive’s inability to perform the Executive’s assigned duties or responsibilities as a Company employee for a period of 12 consecutive weeks or for a period of 12 weeks during any 24-week period because of the Executive’s incapacity due to physical, mental, or other illness or due to any other form of disability.

          (g) “Involuntary Termination” means the Company’s actual termination of the Executive’s employment for any reason other than Cause.

          (h) “Termination Date” means the effective date of the termination of the Executive’s employment with the Company.

     6. Successors and Assigns. The Company may assign any of the Company’s rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the Company’s successors and assigns. This Agreement will be binding upon the Executive and the Executive’s heirs, executors, administrators, and assigns.

     7. Notice.

          (a) General. Notices and all other communications contemplated by this Agreement will be in writing sent by personal delivery or by registered or certified mail, sent by facsimile, or sent by electronic mail. Notices sent to either Party by personal delivery or by registered or certified mail will be deemed to have been given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case

-3-

of notices to the Executive, notices will be addressed to the Executive at the Executive’s home address set forth on the signature page to this Agreement or to any other address communicated to the Company in writing or to the facsimile number or electronic mail address set forth on the signature page to this Agreement or such other facsimile number or electronic mail address communicated to the Company in writing. Facsimile notices to the Executive will be deemed to have been delivered upon confirmation of delivery and electronic mail notices to the Executive will be deemed to have been delivered upon directing such electronic mail to the Executive’s electronic mail address. In the case of notices to the Company, mailed notices will be addressed to the Company’s corporate headquarters, and all notices will be directed to the attention of the Company’s President.

          (b) Termination Notice. Any termination of the Executive’s employment by the Company for Cause or by the Executive because of a voluntary resignation or an Involuntary Termination will be communicated by a termination notice delivered to the other Party given in accordance with Section 7(a). Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the Termination Date (which will be not more than 30 days after the termination notice is received). Either Party’s failure to send such termination notice, to include in such termination notice any fact or circumstance that contributes to a showing of Cause or Involuntary Termination, or to include any other matter in such termination notice will not waive or restrict either Party’s right to assert any facts, circumstance, claims, or any other matters in enforcing such Party’s rights under this Agreement, under applicable law, or otherwise.

     8. Arbitration.

          (a) Any and all disputes or controversies, whether of law or fact and of any nature whatsoever, arising from, relating to, or respecting this Agreement will be finally decided by binding arbitration in accordance with the American Arbitration Association’s rules and regulations.

          (b) The arbitrator will be selected as follows: if the Company and the Executive agree on one arbitrator, then that arbitrator will conduct the arbitration. If the Company and the Executive do not agree on one arbitrator, then the Company and the Executive will each select one independent, qualified arbitrator and the two arbitrators so selected will select the third arbitrator, and the three arbitrators will conduct the arbitration. The Company will have the right to object to and disqualify any individual arbitrator who is or will be employed by or affiliated with a competing organization.

          (c) The arbitration will take place in Santa Clara County, California, or any other location mutually agreeable to the Parties. At either Party’s request, the arbitration proceedings will be conducted in the utmost secrecy, and, in such case, all documents, testimony, and records will be received, heard, and maintained by the arbitrators in secrecy under seal, and available for inspection only by the Company or the Executive and their respective attorneys and their respective experts who will agree in advance and in writing to receive all such information confidentially and to maintain such information in secrecy until such information becomes generally known. The

-4-

arbitrators, who will act by majority vote, will be able to decree any and all relief of an equitable nature, including temporary restraining orders and temporary and/or a permanent injunctions, and the arbitrators will also be able to award damages, with or without an accounting and costs, provided that punitive damages will not be awarded and the arbitrators will not be entitled to disregard or invalidate any lawful Company policy. The decree or judgment of an award rendered by the arbitrators may be entered in any court with competent jurisdiction.

          (d) BY EXECUTING AND DELIVERING THIS AGREEMENT, THE EXECUTIVE IS IRREVOCABLY AND PERMANENTLY WAIVING THE EXECUTIVE’S RIGHT TO A JURY TRIAL WITH RESPECT ANY DISPUTES THAT ARISE OUT OF THIS AGREEMENT.

     9. Miscellaneous Provisions.

          (a) Waiver. No provision of this Agreement will be modified, waived, or discharged unless the modification, waiver, or discharge is agreed upon in writing and signed by the Executive and by an authorized Company officer (other than the Executive) acting with Board approval. No waiver by either Party of any breach of, or of compliance with, any condition or provision of this Agreement by the other Party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.

          (b) Entire Agreement. No agreements, representations, or understandings (whether oral or written and whether express or implied) that are not expressly set forth in this Agreement have been made or entered into by either Party with respect to the subject matter of this Agreement; provided that, except with respect to accelerating the Executive’s stock option vesting and to accelerating the termination of any repurchase option in accordance with the terms and conditions of this Agreement, this Agreement will not affect in any manner any provisions of any agreements to which the Executive and the Company are parties, including the provisions of any stock option agreements and of any restricted stock purchase agreements executed by and among the Company and the Executive, all of which remain in full force and effect subject to this Agreement.

          (c) Governing Law. The validity, interpretation, construction, and performance of this Agreement will be governed by the laws of the State of California.

          (d) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.

          (e) No Assignment of Benefits. Any person’s right to any benefit under this Agreement will not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including bankruptcy, garnishment, attachment, or other creditor’s process, and any action in violation of this Section 9(e) will be void.

          (f) Taxes. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

-5-

          (g) Assignment by Company. The Company may assign its rights under this Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another Company affiliate or to the Company.

          (h) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

* * * * *

-6-

     The Parties have executed this First Amended and Restated Change of Control Agreement as of the Effective Date

COMPANY:	NEXTG NETWORKS, INC.
	By:
	Title:
EXECUTIVE:

Printed Name:

Address:

Electronic Mail Address:

Facsimile Number:

EX-10.10

Exhibit 10.10

* * * * * * * * * * * * * * * * * * * *

LEASE

RINCON CENTRE

* * * * * * * * * * * * * * * * * * * *

Between

NextG Networks, Inc.
(Tenant)

and

CarrAmerica Realty Operating Partnership, L.P.
(Landlord)

TABLE OF CONTENTS
	Page

[Table of Contents appears at the end of the Lease]

ii

LEASE

     THIS LEASE (the “Lease”) is dated as of June 20, 2005 (for reference purposes only) between CarrAmerica Realty Operating Partnership, l.p., a Delaware limited partnership (“Landlord”) and the Tenant as named in the Schedule below. The term “Project” means the three (3) buildings, the land appurtenant thereto (“Land”), and other improvements located thereon commonly known as “Rincon Centre”, located in San Jose, California. The “Premises” means that portion of the Project leased to Tenant and described in the Schedule and outlined on Exhibit A. The building in which the Premises is located shall be referred to herein as the “Building”. The following schedule (the “Schedule”) is an integral part of this Lease. Terms defined in this Schedule shall have the same meaning throughout the Lease.

SCHEDULE

1.	Tenant: NextG Networks, Inc., a Delaware corporation
2.	Premises: Suite 110 in the Building, as outlined on Exhibit A attached hereto
3.	Building: 2216 O’Toole Avenue, San Jose, California
4.	Rentable Square Footage of the Premises: Approximately 13,549 rentable square feet
5.	Tenant’s Proportionate Share: 26.37% (based upon a total of 51,377 rentable square feet in the Building).
6.	Lease Deposit: Prepaid Rent equal to Eight Thousand Six Hundred Seventy-One and 36/100 Dollars ($8,671.36) Prepaid Operating Cost/Tax Share Rent equal to Three Thousand Nine Hundred Twenty-Nine and 2 1/100 Dollars ($3,929.21) and Security Deposit equal to Thirteen Thousand One Hundred Forty-Two and 53/100 Dollars ($13,142.53), totaling $25,743.10.
7.	Permitted Use: General office, warehouse, light assembly and manufacturing, research and development, laboratory, product testing, radio signaling station, network operating center, and telecommunications facility and hub.
8.	Tenant’s Real Estate Broker for this Lease: Wayne Mascia Associates
9.	Landlord’s Real Estate Broker for this Lease: Colliers International
10.	Tenant Improvements, if any: See Section 3.1 and the Tenant Improvement Agreement attached hereto as Exhibit C.
11.	Commencement Date: July 1, 2005 (subject to adjustment pursuant to Section 1.1, below).
12.	Rent Commencement Date: One (1) month after the Commencement Date.

ii

13.	Term/Termination Date: The Term of this Lease shall be for three (3) years commencing on the Commencement Date and expiring on the calendar day preceding the third (3rd) anniversary of the Commencement Date (the “Termination Date”); provided, however, that if the Commencement Date shall occur on a date other than the first day of a calendar month, the Termination Date shall be the last day of the calendar month in which the third (3rd) anniversary of the Commencement Date occurs.
13.	Parking Stalls: Fifty-five (55) unassigned stalls
14.	Base Rent:

	Monthly		Annual
Period	Base Rent		Base Rent
1st Lease Year*	$	8,671.36	$	104,056.32
2nd Lease Year	$	8,942.34	$	107,308.08
3rd Lease Year	$	9,213.32	$	110,559.84

* Tenant’s obligation to pay Base Rent, Operating Cost Share Rent and Tax Share Rent during for the first (1^st) month after the Commencement Date shall be waived.

Exhibit A — PLAN OF THE PREMISES
Exhibit B — RULES AND REGULATIONS
Exhibit C — TENANT IMPROVEMENT AGREEMENT
Exhibit D — COMMENCEMENT DATE CONFIRMATION (see Section 1.2)
Exhibit E — ENVIRONMENTAL QUESTIONNAIRE
Exhibit F — APPROVED COMMUNICATION PLANS

iii

     1. LEASE AGREEMENT. On the terms stated in this Lease, Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term beginning on the Commencement Date and ending on the Termination Date unless extended or sooner terminated pursuant to this Lease.

          1.1 Commencement Date.

               (a) The Commencement Date of this Lease is the date set forth in the Schedule; provided, however, that if the Substantial Completion Date (as defined in the Tenant Improvement Agreement attached hereto as Exhibit C) does not occur on or before July 1, 2005 for any reason, then (a) this Lease shall not be void or voidable by either party, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Commencement Date shall be revised to mean the Substantial Completion Date. If and only if the Commencement Date is adjusted pursuant to the foregoing, then Landlord shall prepare and deliver to Tenant a Commencement Date Confirmation substantially in the form attached hereto as Exhibit D that sets forth both the Commencement Date and Termination Date for this Lease. Tenant shall execute the Commencement Date Confirmation and deliver the executed original of the same to Landlord within three (3) days after Tenant’s receipt thereof. Tenant’s failure to timely execute and return the Commencement Date Confirmation document to Landlord shall be conclusive evidence of Tenant’s agreement with the information as set forth therein. This Lease shall be a binding contractual obligation effective upon execution and delivery hereof by Landlord and Tenant, notwithstanding the later commencement of the Lease Term.

               (b) Notwithstanding the provisions of Section 1.1(a) above, if the Premises Delivery Date does not occur on or before July 31, 2005 (the “Premises Delivery Deadline”), Tenant, as its sole remedy, shall have the right to cancel this Lease by giving written notice of such cancellation to Landlord at any time after the Premises Delivery Deadline and prior to the Premises Delivery Date, in which case this Lease shall be cancelled effective five (5) business days after Landlord’s receipt of Tenant’s cancellation notice, unless the Premises Delivery Date occurs within said five (5) business day period; provided, however, that the Premises Delivery Deadline shall be extended by the number of days that the Premises Delivery Date is delayed due to any Force Majeure Delay (as defined below) or any delay in receiving any required permits to construct the Tenant Improvements or any Tenant Delay (as defined in Section 3.3 of the Tenant Improvement Agreement). In the event of such cancellation by Tenant, neither party shall have any obligations to the other under this Lease, except for obligations that survive the expiration or earlier termination of this Lease, and Landlord shall promptly return to Tenant the Lease Deposit. For purposes of this Lease, the term “Force Majeure Delay” means any delay attributable to Force Majeure (as defined in Section 12.3 below).

          1.2 Termination Date. The Termination Date of this Lease is the date set forth in the Schedule.

     2. RENT.

          2.1 Types of Rent. Tenant shall pay the following Rent in the form of a check to Landlord at the following address:

1

CarrAmerica Realty Operating Partnership, L.P.

t/a Rincon Centre P.O. Box

642922 Pittsburgh, PA

15264-(2922

or by wire transfer as follows:

Account Name:	CarrAmerica Realty Operating Partnership, L.P. t/a Rincon Centre
Bank Name:	PNC Bank
Transit Number:	043-000-096
Account Number:	1004339188
Notification:	Lease Administration (CarrAmerica Realty Operating Partnership, L.P. re NextG Networks, Inc.)
Telephone:	(408) 544-9660

or in such other manner as Landlord may notify Tenant.

               (a) Base Rent in monthly installments in advance, the first monthly installment payable concurrently with the execution of this Lease and thereafter on or before the first day of each month of the Term in the amount set forth on the Schedule. provided, however, that, upon Tenant’s execution and delivery of this Lease to Landlord, Tenant shall pay to Landlord the Prepaid Base Rent set forth in Item 6 of the Schedule, which shall be applied to the first monthly installment of Base Rent payable by Tenant beginning on the Rent Commencement Date; provided, however, that if the Rent Commencement Date is a day other than the first day of a calendar month, then (i) the Prepaid Base Rent shall be applied to the Base Rent for the partial month in which the Rent Commencement Date occurs and the next succeeding calendar month, and (ii) the Prorated First Base Rent Payment (as defined below) shall be payable by Tenant on or before the first full calendar month following the Rent Commencement Date. The “Prorated First Base Rent Payment” means the remaining amount of Base Rent payable by Tenant for the first full calendar month following the Rent Commencement Date, after the Prepaid Rent is applied as provided above. All such prorations shall be made on the basis of the actual number of days in the applicable month.

               (b) Operating Cost Share Rent equal to (i) Tenant’s Proportionate Share (as set forth in the Schedule) of Operating Costs for the applicable Fiscal Year (as defined in Section 2.3(e) below), plus (ii) management fees equal to three percent (3%) of the total Rent payable under this Lease for the applicable Fiscal Year, paid monthly in advance in an estimated amount. The definition of Operating Costs and the method for billing and payment of Operating Cost Share Rent are set forth in Sections 2.2, 2.3 and 2.4.

               (c) Tax Share Rent equal to Tenant’s Proportionate Share of Taxes for the applicable Fiscal Year, paid monthly in advance in an estimated amount. A definition of Taxes and the method for billing and payment of Tax Share Rent are set forth in Sections 2.2, 2.3 and 2.4.

2

     Notwithstanding the foregoing, upon Tenant’s execution and delivery of this Lease to Landlord, Tenant shall pay to Landlord the Prepaid Operating Cost/Tax Share Rent set forth in Item 6 of the Schedule, which shall be applied to the first monthly installments of Operating Cost Share Rent and Tax Share Rent payable by Tenant beginning on the Rent Commencement Date; provided, however, that if the Rent Commencement Date is a day other than the first day of a calendar month, then (i) the Prepaid Operating Cost/Tax Share Rent shall be applied to the Operating Cost Share Rent and Tax Share Rent for the partial month in which the Rent Commencement Date occurs and the next succeeding calendar month and (ii) the Prorated First Additional Rent Payment (as defined below) shall be payable by Tenant on or before the first full calendar month following the Rent Commencement Date. The “Prorated First Additional Rent Payment” means the remaining amount of Operating Cost Share Rent and Tax Share Rent payable by Tenant for the first full calendar month following the Rent Commencement Date, after the Prepaid Operating Cost/Tax Share Rent is applied as provided above. All such prorations shall be made on the basis of the actual number of days in the applicable month.

               (d) Definition of Rent. As used in this Lease, the term “Rent” means Base Rent, Operating Cost Share Rent, Tax Share Rent and all other costs, expenses, liabilities, and amounts which Tenant is required to pay under this Lease (“Additional Rent”), including any interest for late payment. Tenant’s agreement to pay Rent is an independent covenant, with no right of setoff, deduction, notice, demand or counterclaim of any kind.

          2.2 Payment of Operating Cost Share Rent and Tax Share Rent.

               (a) Payment of Estimated Operating Cost Share Rent and Tax Share Rent.

                    (i) Before the Commencement Date and on or before April 1 of each succeeding Fiscal Year, or as soon as reasonably possible thereafter, Landlord shall give Tenant notice of Landlord’s estimate of the payments to be made pursuant to Sections 2.1(b) and 2.1(c) above for such Fiscal Year. Landlord may revise these estimates by written notice to Tenant whenever it obtains more accurate information, such as the final real estate tax assessment or tax rate for the Project, in which event subsequent monthly payments by Tenant for such Fiscal Year shall be based upon such revised estimate.

                    (ii) Within ten (10) days after receiving Landlord’s notice regarding the original or revised estimate of the monthly payments to be made pursuant to Sections 2.1(b) and 2.1(c) above for a particular Fiscal Year, Tenant shall pay Landlord an amount equal to the product of such estimated monthly payments (as set forth in Landlord’s notice), multiplied by the number of months that have elapsed in the applicable Fiscal Year to the date of such payment including the current month, minus any payments on account thereof previously made by Tenant for the months elapsed. On the first day of each month thereafter, Tenant shall pay Landlord the estimated monthly payments as set forth in Landlord’s most recent notice, until a new estimate becomes applicable.

               (b) Correction of Operating Cost Share Rent and Tax Share Rent. Within one hundred fifty (150) days after the close of each Fiscal Year or as soon after such 150-day period as practicable, Landlord shall deliver to Tenant a statement of (i) Operating Costs

3

and Taxes for such Fiscal Year, and (ii) the payments made by Tenant under Section 2.2(a) above for such Fiscal Year (the “Annual Expense Statement”). If, on the basis of any Annual Expense Statement, Tenant owes an amount that is less than the estimated payments previously made by Tenant for the applicable Fiscal Year, Landlord, at its election, shall either promptly refund the amount of the overpayment to Tenant or, if this Lease is still in effect, credit such excess against Tenant’s subsequent obligations to pay Operating Costs and Taxes. If, on the basis of any Annual Expense Statement, Tenant owes an amount that is more than the estimated payments previously made by Tenant for the applicable Fiscal Year, Tenant shall pay the deficiency to Landlord within twenty (20) days after Landlord’s delivery of such Annual Expense Statement to Tenant. The obligations of Landlord and Tenant under this Section to promptly refund any overpayment or pay any deficiency, as appropriate, shall survive the expiration or earlier termination of this Lease.

          2.3 Definitions.

               (a) Included Operating Costs.

                    (i) “Operating Costs” means any expenses, costs and disbursements of any kind other than Taxes, paid or incurred by Landlord in connection with the ownership, management, maintenance, operation, repair or replacement of the Project or any part thereof, and of the personal property, trade fixtures, machinery, equipment, systems and apparatus used in connection therewith, including, without limitation, (1) all costs to operate, maintain, repair, replace, supervise, insure and administer the common areas of the Project, including, without limitation, all costs of resurfacing and restriping the parking areas of the Project; (2) all costs and expenses paid or incurred by Landlord in connection with the obtaining of insurance on the Premises, the Building and/or the Project or any part thereof or interest therein, and any deductibles paid under policies of any such insurance; (3) except for costs and expenses which are the sole responsibility of Tenant pursuant to Section 3.3(b) below, all costs paid or incurred by Landlord to perform Landlord’s Repair Obligations (as defined in pursuant to Section 3.3(b) below), (4) the cost of providing those services required to be furnished by Landlord under this Lease, and (5) the cost of all electricity, water, gas, sewers, oil and other utilities (collectively, “Utilities”), including any surcharges imposed, serving the Project or any part thereof (but excluding the cost of Utilities directly billed to Tenant or other tenants in the Project), and any amounts, taxes, charges, surcharges, assessments or impositions levied, assessed or imposed upon the Project or any part thereof, or upon Tenant’s use and occupancy thereof, as a result of any rationing of Utilities services or restriction on the use of Utilities affecting the Project or any part thereof. Any Operating Costs that constitute capital expenditures (collectively, “Included Capital Items”) shall be amortized by Landlord, with interest, over the estimated useful life of such item, and such amortized costs shall be included in Operating Costs only for that portion of the useful life of the Included Capital Item which falls within the Term, unless the cost of the Included Capital Item is less than Ten Thousand Dollars ($10,000) in which case it shall be expensed in the year in which it was incurred.

                    (ii) If the Project contains more than one building, then Operating Costs shall include (1) all Operating Costs fairly allocable to the Building, and (2) a proportionate share (based on the gross rentable area of the Building as a percentage of the gross rentable area of all of the buildings in the Project) of all Operating Costs which relate to the

4

Project in general and are not fairly allocable to any one building in the Project. In addition, if the Building is occupied by more than one tenant, then, with respect to any costs and expenses incurred by Landlord to maintain, repair or replace Systems or related equipment that exclusively serve the Premises, Tenant’s Proportionate Share shall be deemed to be one hundred percent (100%).

                    (iii) If the Project is not fully occupied during any portion of any Fiscal Year, Landlord shall adjust (an “Equitable Adjustment”) Operating Costs to equal what would have been incurred by Landlord had the Project been fully occupied. This Equitable Adjustment shall apply only to Operating Costs which are variable and therefore increase as occupancy of the Project increases. Landlord may incorporate the Equitable Adjustment in its estimates of Operating Costs.

                    (iv) If any tenant of the Project contracts directly with Landlord or a third party for any Utilities or services for which Tenant pays Landlord pursuant to Section 2.1(b) above, the total costs of such Utilities or services for the Project shall be “grossed up” to reflect what those costs would have been had such tenant(s) not directly contracted for such Utilities or services.

               (b) Excluded Operating Costs. Notwithstanding anything to the contrary herein, Operating Costs shall not include any of the following:

               (i) costs of installing leasehold improvements for tenants or occupants or prospective tenants or occupants of the Project;

               (ii) the cost of decorating, improving for tenant occupancy, painting or redecorating portions of the Building to be demised to tenants, including permit, license and inspection costs;

               (iii) interest and principal payments on mortgages or any other debt costs (except as provided in Section 2.3(a) above with regard to Included Capital Items), or rental payments on any ground lease of the Project;

               (iv) real estate brokers’ leasing commissions, costs and other fees in lieu of commissions;

               (v) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project or portions thereof;

               (vi) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent;

               (vii) the cost of any service furnished to any tenant of the Project which Landlord does not make available to Tenant;

               (viii) depreciation (except on any Included Capital Items);

5

               (ix) legal and auditing fees incurred for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2.2 above;

               (x) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the Project;

               (xi) fines, penalties, costs, expenses, attorneys’ fees and interest incurred by Landlord to the extent resulting from violations by Landlord of the terms of any lease in the Project, late payment by Landlord or Landlord’s violations of law (except to the extent the same shall be due to the act or omission of Tenant);

               (xii) costs of electrical power for which any tenant directly contracts with the local public service company or for which any tenant is separately metered or submetered and pays Landlord directly; provided, however, that if any tenant in the Building contracts directly for electrical power service or is separately metered or submetered during any portion of the relevant period, the total electric power costs for the Building shall be “grossed up” to reflect what those costs would have been had such tenants not directly contracted for such service or been separately metered or submetered;

               (xiii) Taxes;

               (xiv) overhead and profit increment paid to subsidiaries or affiliates of Landlord for goods and/or services in or to the Project, to the extent that the costs of such services materially exceed the costs of comparable services were they rendered by qualified unaffiliated parties on a competitive basis, taking into account the scope and quality of the services in question;

               (xv) any compensation paid to clerks, attendants or other persons working or managing commercial concessions operated by Landlord, unless such commercial concession is provided by Landlord primarily for the benefit of tenants of the Building;

               (xvi) the cost of any service provided to Tenant or other occupants of the Building for which Landlord receives reimbursement (other than through the payment of a proportionate share of Operating Costs); provided, however, that if any tenant in the Building contracts directly for services for which Tenant pays Landlord directly pursuant to this Section 2, the total costs of such services for the Building shall be “grossed up” to reflect what those costs would have been had such tenants not directly contracted for such services;

               (xvii) advertising and promotional expenditures to the extent the same are materially in excess of those charged as Operating Costs by the owners of comparable buildings;

               (xviii) the cost of repairs or other work occasioned by any insured fire or other casualty (as described in Section 9 below), to the extent that Landlord shall

6

receive proceeds of such insurance (provided that costs of repairing an insured casualty to the extent of the deductible amount under the applicable insurance policy shall constitute an Operating Cost);

               (xix) the cost of abatement or removal of Hazardous Substances in, on, or about the Project; provided, however, that (i) the costs of routine monitoring of and testing for Hazardous Substances in, on, or about the Project, and (ii) costs incurred in the cleanup or remediation of de minimis amounts of Hazardous Substances customarily used in office buildings or used to operate motor vehicles and customarily found in parking facilities shall be included as Operating Costs;

               (xx) the cost of capital expenditures to correct violations of the ADA existing in the Project as of the date of this Lease based on the current interpretation of the ADA by applicable governmental authority(ies) as of the date of this Lease (it being understood that all other costs to bring the Building into compliance with the ADA shall be Operating Costs, except for ADA compliance costs that are the responsibility of Tenant pursuant to Sections 7.1 and 7.2 below); and

               (xxi) the cost of acquiring any art work, including, without limitation, any statues or paintings or electronic artwork or advertising, to the extent the same are materially in excess of those charged as Operating Costs by the owners of comparable buildings.

               (c) Taxes.

                    (i) “Taxes” means any and all taxes, assessments and charges of any kind, general or special, ordinary or extraordinary, levied against the Project, which Landlord shall pay or become obligated to pay in connection with the ownership, leasing, renting, management, use, occupancy, control or operation of the Project or of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection therewith. Taxes shall include real estate taxes, personal property taxes, sewer rents, water rents, special or general assessments, transit taxes, ad valorem taxes, and any tax levied on the rents hereunder or the interest of Landlord under this Lease (the “Rent Tax”). Taxes shall also include all fees and other costs and expenses paid by Landlord in reviewing any Taxes and in seeking a refund or reduction of any Taxes, whether or not the Landlord is ultimately successful. Taxes shall also include any assessments or fees paid to any business park owners association, or similar entity, which are imposed against the Project pursuant to any Covenants, Conditions and Restrictions (“CC&R’s”) recorded against the Project and disclosed in writing to Tenant and any installments of principal and interest required to pay any existing or future general or special assessments for public improvements, services or benefits, and any increases resulting from reassessments imposed in connection with any change in ownership or new construction.

                    (ii) If the Project contains more than one building, then Taxes shall include (1) all Taxes fairly allocable to the Building, and (2) a proportionate share (based on the gross rentable area of the Building as a percentage of the gross rentable area of all of the buildings in the Project) of all Taxes which relate to the Project in general and are not fairly allocable to any one building in the Project.

7

                    (iii) For any year, the amount to be included in Taxes (1) from taxes or assessments payable in installments, shall be the amount of the installments (with any interest) due and payable during such year, and (2) from all other Taxes, shall at Landlord’s election be the amount accrued, assessed, or otherwise imposed for such year or the amount due and payable in such year. If Taxes for any period during the Term are increased after payment thereof for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities, and such increase results in Tenant having underpaid Tax Share Rent hereunder, then Tenant shall pay to Landlord, within thirty (30) days after demand, the amount of such underpayment. Similarly, if Taxes for any period during the Term are decreased after payment thereof for any reason, and such decrease results in Tenant having overpaid Tax Share Rent hereunder, then Landlord shall return to Tenant the amount of such overpayment within thirty (30) days after Landlord’s receipt of such overpayment. The obligations of Landlord and Tenant under this Section to promptly refund any overpayment or pay any deficiency, as appropriate, shall survive the expiration or earlier termination of this Lease. Taxes shall not include any net income (except Rent Tax), capital, stock, succession, transfer, franchise, gift, estate or inheritance tax, except to the extent that such tax shall be imposed in lieu of any portion of Taxes.

                    (iv) Notwithstanding anything to the contrary set forth in this Lease, Tenant shall reimburse Landlord upon demand for any and all taxes payable by Landlord (other than net income taxes) whether or not now customary or within the contemplation of the parties hereto: (1) imposed upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, trade fixtures and other personal property located in the Premises or by the cost or value of any leasehold improvements made in or to the Premises by or for Tenant, other than Building-standard improvements made by Landlord, if any, regardless of whether title to such improvements shall be in Tenant or Landlord; (2) imposed upon or measured by the Base Rent payable hereunder, including, without limitation, any gross income tax or excise tax levied by the city or county in which the Project is located, the federal government or any other governmental body with respect to the receipt of such rental; (3) imposed upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (4) imposed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

                    (d) Lease Year. “Lease Year” means each consecutive twelve month period beginning with the Commencement Date, except that if the Commencement Date is not the first day of a calendar month, then the first Lease Year shall be the period from the Commencement Date through the final day of the calendar month during which the first anniversary of the Commencement Date occurs, and subsequent Lease Years shall be each succeeding twelve month period during the Term following the first Lease Year.

                    (e) Fiscal Year. “Fiscal Year” means each calendar year during which any portion of the Term occurs (e.g., the first Fiscal Year shall be the calendar year during which the Commencement Date occurs).

8

          2.4 Computation of Base Rent and Rent Adjustments.

               (a) Prorations. If (i) the Commencement Date is a date other than January 1, (ii) the Termination Date is a date other than December 31, (iii) this Lease terminates early, or (iv) the size of the Premises increases or decreases, then in each such event, the Base Rent, the Operating Cost Share Rent and Tax Share Rent shall be equitably adjusted to reflect such event on a basis determined by Landlord to be consistent with the principles underlying the provisions of this Section 2.

               (b) Interest Rate. Any sum due from Tenant to Landlord not paid when due shall bear interest from the date due until paid at the lesser of twelve percent (12%) per annum or the maximum rate permitted by law (the “Interest Rate”).

               (c) Rent Adjustments. The square footage of the Premises and the Building set forth in the Schedule are deemed to be the actual square footage thereof, provided that the rentable square footage of the Premises and the Building may subsequently change after the date of this Lease commensurate with any modifications to the Building by Landlord, in which event Tenant’s Proportionate Share shall change accordingly. If any Operating Cost paid in one Fiscal Year relates to more than one Fiscal Year, Landlord may proportionately allocate such Operating Cost among the related Fiscal Years.

               (d) Books and Records. Landlord shall maintain books and records reflecting the Operating Costs and Taxes in accordance with sound accounting and management practices. Tenant and a certified public accountant employed by a certified public accounting firm reasonably acceptable to Landlord and working on a non-contingency fee basis shall have the right to inspect Landlord’s records at Landlord’s applicable local office or other location designated by Landlord upon at least seventy-two (72) hours’ prior notice during normal business hours during the one hundred eighty (180) days following Landlord’s delivery of the Annual Expense Statement to Tenant. The results of any such inspection shall be kept strictly confidential by Tenant and its agents, and Tenant and its certified public accountant must agree, in their contract for such services, to such confidentiality restrictions and shall specifically agree that the results shall not be made available to any other tenant of the Project (and in connection with the foregoing, prior to exercising its rights hereunder, Tenant and its agents shall sign a confidentiality agreement acceptable to Landlord). Unless Tenant sends to Landlord any written exception to an Annual Expense Statement within said one hundred eighty (180) day period, such Annual Expense Statement shall be deemed final and accepted by Tenant and Tenant waives any other rights pursuant to applicable law to inspect Landlord’s books and records and/or to contest the amount of Operating Costs and/or Taxes due hereunder. In the event that Landlord becomes aware of an error in the Annual Expense Statement during the one hundred eighty (180) day period following Landlord’s delivery of the Annual Expense Statement to Tenant, Landlord agrees to correct such error and revise the Annual Expense Statement accordingly. Tenant shall pay the amount shown on any Annual Expense Statement in the manner prescribed in this Lease, whether or not Tenant takes any such written exception, without any prejudice to such exception. If Tenant makes a timely exception, Landlord shall cause an independent certified public accountant to issue a final and conclusive resolution of Tenant’s exception. Tenant shall pay the cost of such certification unless Landlord’s original

9

determination of annual Operating Costs and Taxes overstated the amounts thereof, in the aggregate, by more than five percent (5%).

               (e) Miscellaneous. So long as Tenant is in default of any obligation under this Lease, Tenant shall not be entitled to any refund of any amount from Landlord. If this Lease is terminated for any reason prior to the annual determination of Operating Cost Share Rent or Tax Share Rent, either party shall pay the full amount due to the other within fifteen (15) days after Landlord’s notice to Tenant of the amount when it is determined. Landlord may commingle any payments made with respect to Operating Cost Share Rent and Tax Share Rent, without payment of interest.

          2.5 Additional Rent Upon Default by Tenant. Landlord and Tenant acknowledge that to induce Tenant to enter into this Lease, and in consideration of Tenant’s agreement to perform all of the terms, covenants and conditions to be performed by Tenant under this Lease, as and when performance is due during the Term, Landlord has incurred (or will incur) significant costs, including, without limitation, the following: (a) expenditures incurred in connection with the performance of Landlord’s Work, (b) commissions to Landlord’s and/or Tenant’s real estate broker, (c) attorneys’ fees and related costs incurred and/or paid by Landlord in connection with the negotiation and preparation of this Lease, and/or (d) the rent abatement granted to Tenant during the Early Occupancy Period described above (collectively, the “Inducements”). Landlord and Tenant further acknowledge that Landlord would not have granted the Inducements to Tenant but for Tenant’s agreement to perform all of the terms, covenants, conditions and agreements to be performed by it under this Lease for the entire Term, and that Landlord’s agreement to incur such expenditures and grant such concessions is, and shall remain, conditioned upon Tenant’s faithful performance of all of the terms, covenants, conditions and agreements to be performed by Tenant under this Lease for the entire Term. Accordingly, if an Event of Default by Tenant shall occur hereunder, Landlord shall be relieved of any unfulfilled obligation to grant Inducements hereunder, or to incur further expenses in connection therewith, and Tenant shall pay, as liquidated damages for Landlord’s granting the Inducements and not as a penalty, within ten (10) days after the occurrence of the Event of Default, as Additional Rent, the amount of those Inducements incurred or granted prior to the date of the Event of Default the “Pre-Default Inducements”). Landlord may or, at Tenant’s request, shall, after the occurrence of an Event of Default, forward a statement to Tenant setting forth the amount of the Pre-Default Inducements, but the failure to deliver such a statement shall not be or be deemed to be a waiver of the right to collect the Pre-Default Inducements or to extend the date upon which such amount shall be due and payable. Notwithstanding the foregoing, Landlord agrees that it will seek to enforce its right to recover Pre-Default Inducements only in connection with a bankruptcy of Tenant where this Lease is rejected or deemed rejected under Section 362 of the Bankruptcy Code.

     3. PREPARATION AND CONDITION OF PREMISES; TENANT’S POSSESSION; REPAIRS AND MAINTENANCE.

          3.1 Condition of Premises. Except for Landlord’s Work (as defined in the Tenant Improvement Agreement attached hereto as Exhibit C), Landlord is leasing the Premises to Tenant “as is”, without any obligation to alter, remodel, improve, repair or decorate any part of the Premises and without any express or implied representations or warranties of any kind,

10

including, without limitation, any representation or warranty regarding the condition of the Premises, the Building or the Project or the suitability of any of the foregoing for the conduct of Tenant’s business, except that Landlord shall deliver all electrical, plumbing, HVAC, and roof systems in good working condition and except that Landlord shall be responsible for the repair of any latent defects in the Premises of which Tenant gives Landlord written notice one hundred eighty (180) days after the Substantial Completion Date. If it is determined that the electrical, plumbing, HVAC, and roof systems were not in good working condition as of the Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall perform such work or take such other action as may be necessary to place the electrical, plumbing, HVAC, and roof systems in good working condition.

          3.2 Tenant’s Possession. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that the Premises were in good order, repair and condition subject to any latent defects of which Tenant gives Landlord written notice within one hundred eighty (180) days after the Substantial Completion Date.

          3.3 Repairs and Maintenance.

               (a) Tenant’s Obligations.

                    (i) Except to the extent expressly Landlord’s obligation under Section 3.3(b) below, Tenant shall, throughout the Term at its sole cost and expense, (1) keep and maintain the Premises in good order and condition, and repair and replace every part thereof (“Tenant’s Repair Obligations”), including, without limitation, the following: (A) glass, windows, window frames, window casements (including the repairing, resealing, cleaning and replacing of both interior and exterior windows) and skylights; (B) interior and exterior doors, door frames and door closers; (C) interior lighting (including, without limitation, light bulbs and ballasts); (D) the Building Systems (as defined in Section 3.3(b) below), or portions of the Building Systems, that exclusively serve the Premises, including, without limitation, any specialty or supplemental Building Systems installed by or for Tenant and all heating, ventilating and air conditioning (“HVAC”) systems and equipment and all electrical facilities and equipment, including lighting fixtures, lamps, fans and any exhaust equipment and systems, electrical motors and all other appliances and equipment of every kind and nature located in, upon or about the Premises; (E) all communications systems serving the Premises; (F) all of Tenant’s security systems in or about or serving the Premises; (G) Tenant’s signage; and (H) interior demising walls and partitions (including painting and wallcoverings), equipment, floors, and any roll-up doors, ramps and dock equipment, (2) furnish all expendables, including light bulbs, paper goods and soaps, used in the Premises, and (3) to the extent that Landlord notifies Tenant in writing of its intention to no longer arrange for such monitoring, cause the fire alarm systems serving the Premises to be monitored by a monitoring or protective services firm approved by Landlord in writing.

                    (ii) Tenant shall also be responsible for all pest control within the Premises, and for all trash removal and disposal from the Premises. With respect to any HVAC systems and equipment exclusively serving the Premises, Tenant shall obtain HVAC systems preventive maintenance contracts with bimonthly or monthly service in accordance with

11

manufacturer recommendations, which shall be subject to the reasonable prior written approval of Landlord and paid for by Tenant, and which shall provide for and include replacement of filters, oiling and lubricating of machinery, parts replacement, adjustment of drive belts, oil changes and other preventive maintenance, including annual maintenance of duct work, interior unit drains and caulking of sheet metal, and recaulking of jacks and vents on an annual basis. Tenant shall have the benefit of all warranties available to Landlord regarding the HVAC systems and equipment.

                    (iii) Tenant’s repair, maintenance and replacement obligations shall be performed under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord; provided, however, that (1) with respect to the Building Systems that exclusively serve the Premises, Landlord may elect to perform all or some of the foregoing maintenance, repairs and replacement itself, at Tenant’s expense, and (2) if Tenant fails to perform Tenant’s Repair Obligations, Landlord may immediately perform any such work at Tenant’s expense plus an administrative fee equal to 10% of the cost of such work. Tenant shall pay to Landlord all costs and expenses incurred by Landlord and required to be paid by Tenant under this Section 3.3(a) within ten (10) days after receipt of an invoice therefor.

               (b) Landlord’s Obligations.

                    (i) Subject to the provisions of Sections 3.1(a), 9 and 10 hereof, Landlord shall maintain, repair and replace the following items (“Landlord’s Repair Obligations”): (1) the non-structural portions of the roof of the Building, including the roof coverings (provided that Tenant installs no additional air conditioning or other equipment on the roof that damages the roof coverings, in which event Tenant shall pay all costs resulting from the presence of such additional equipment); (2) the HVAC, plumbing, sewer, drainage, electrical, fire protection, elevator, escalator, life safety and security systems and equipment and other mechanical, electrical and communications systems and equipment (collectively, the “Building Systems”) serving the Premises, the Building and/or the Project, excluding any specialty or supplemental Building Systems installed by or for Tenant and also excluding the Building Systems (or portions of the Building Systems) that exclusively serve the Premises; and (3) the parking areas of the Project, pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting systems in the common areas of the Project. Landlord’s Repair Obligations also includes the routine repair and maintenance of the load bearing and exterior walls of the Building, including, without limitation, any painting, sealing, patching and waterproofing of such walls.

                    (ii) In addition, if reasonable business judgment requires that the Building Systems or any portion of the Building Systems that exclusively serve the Premises (other than specialty Building Systems installed by or for Tenant), need replacement, rather than repair, and the cost of such replacement would constitute a capital expenditure under generally accepted accounting principles, then Landlord agrees to replace such items. Subject to Landlord’s obligations under Section 3.1 above, the costs incurred by Landlord in replacing such items shall be amortized by Landlord, with interest at ten percent (10%) per annum, over the estimated useful life of such item, and such amortized costs (based upon the monthly amortization) shall be paid by Tenant, as Additional Rent hereunder, for that portion of the useful life of the item that

12

falls within the Term. Notwithstanding the foregoing, if replacement of the Building Systems or any portion of the Building Systems that exclusively serve the Premises is necessitated by Tenant’s default under this Lease, or by any misuse or neglect by Tenant or any Tenant Parties, then, whether or not the cost of such replacement would constitute a capital expenditure, the reasonable cost of such replacement made by Landlord shall, subject to Section 8.6 below, constitute Additional Rent payable by Tenant within thirty (30) days after Landlord’s delivery to Tenant of a reasonably detailed invoice therefor.

                    (iii) Subject to the provisions of Sections 3.1(a), 9 and 10 hereof, Landlord, at its own cost and expense, agrees to repair and maintain the structural portions of the roof (specifically excluding the roof coverings), the foundation, the footings, the floor slab, and the load bearing walls and exterior walls of the Building (excluding any glass and any routine maintenance, including, without limitation, any painting, sealing, patching and waterproofing of such walls); provided, however, that subject to the provisions of Section 8.6 below, any damage arising from the acts of Tenant or any Tenant Parties (as defined in Section 8.2(a) below) shall be repaired by Landlord at Tenant’s sole expense, and Tenant shall pay to Landlord all costs and expenses of any such repair, plus an administrative fee equal to 10% of the cost of such repair, within ten (10) days after receipt of an invoice therefor. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements or additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. The cost of any repairs made by Landlord on account of Tenant’s default, or on account of the misuse or neglect by Tenant or any Tenant Parties anywhere in the Project, shall constitute Additional Rent payable by Tenant within ten (10) days after receipt of an invoice therefor. As a condition precedent to all of Landlord’s repair and maintenance obligations under this Lease, Tenant must have notified Landlord of the need of such repairs or maintenance.

                    (iv) Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code and any similar or successor law, statute or ordinance now or hereafter in effect regarding Tenant’s right to make repairs and deduct the cost of such repairs from the Rent due under this Lease..

     4. SERVICES AND UTILITIES. Tenant shall promptly pay, as the same become due, all charges for water, gas, electricity, telephone, sewer service, waste pick-up and any other utilities, materials and services furnished directly to or used by Tenant on or about the Premises during the Term, including, without limitation, (a) meter, use and/or connection fees, hook-up fees, or standby fees, and (b) penalties for discontinued interrupted service. If any utility service is not separately metered to the Premises, then Tenant shall pay its pro rata share of the cost of such utility service with all others served by the service not separately metered. However, (i) if Landlord reasonably determines that Tenant is using a disproportionate amount of any utility service (whether or not separately metered), then Landlord, at its election, may (1) periodically charge Tenant, as Additional Rent, a sum equal to Landlord’s reasonable estimate of the cost of Tenant’s excess use of such utility service, and/or (2) install, at Tenant’s expense, a separate meter to measure the utility service supplied to the Premises, and (ii) if Landlord reasonably determines that Tenant is using a disproportionate share of the electrical capacity available for the Building or Project (i.e., electrical usage in excess of that which would typically be used for

13

general office purposes), then, in addition to the foregoing, Landlord may install, at Tenant’s expense, additional equipment to increase the electrical capacity for the Building or Project to offset excess electrical usage by Tenant. Any interruption or cessation of utilities resulting from any causes, including any entry for repairs pursuant to this Lease, and any renovation, redecoration or rehabilitation of any area of the Project, shall not render Landlord liable for damages to either person or property or for interruption or loss to Tenant’s business, nor be construed as an eviction of Tenant, nor work an abatement of any portion of Rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof; provided, however, that if (i) an interruption of the Project services prevents Tenant from occupying all or a material portion of the Premises for the Permitted Use for a period of at least seven (7) consecutive days and (ii) such interruption was caused by the negligence or willful misconduct of Landlord, its agents or employees, then monthly Rent shall thereafter be proportionately abated during the period of such interruption. Nothing in this Section 4 shall limit the parties’ rights and obligations under Section 9 hereof, in the event of a casualty affecting the Building or Premises.

     5. ALTERATIONS AND REPAIRS.

          5.1 Landlord’s Consent and Conditions.

               (a) Tenant shall not make any improvements or alterations to the Premises (the “Alterations”) without in each instance submitting plans and specifications for the Alterations to Landlord and obtaining Landlord’s prior written consent. Tenant shall pay Landlord’s actual costs incurred for review of all of the plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Alterations which (i) impacts or affects the base structural components or the Building Systems, (ii) impacts or affects any other tenant’s premises or the common areas of the Project, (iii) is visible from outside the Premises, or (iv) would utilize building materials or equipment which are inconsistent with Landlord’s standard building materials and equipment for the Building.

               (b) Tenant shall pay for the cost of all Alterations, including the cost of any and all approvals, permits, fees and other charges which may be required as a condition of performing such Alterations.

               (c) The following requirements shall apply to all Alterations:

                    (i) At least seven (7) days before beginning any Alterations, Tenant shall furnish to Landlord (1) written notice of the expected commencement date of the Alterations to permit Landlord to post and record a notice of nonresponsibility, (2) building permits, (3) certificates of insurance satisfactory to Landlord, and, (4) at Landlord’s request with respect to Alterations in excess of Twenty-Five Thousand Dollars ($25,000.00), security for payment of all costs to complete the construction of such Alterations.

                    (ii) Tenant shall not take any action which would violate Landlord’s labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with Landlord’s or any other tenant’s or occupant’s business or with the rights and privileges of any person lawfully in the Building (“Labor Disturbance”). Tenant shall take the actions necessary to resolve any Labor Disturbance, and shall have pickets removed and,

14

at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disturbance, until Landlord gives its written consent for the work to resume. Tenant shall have no claim for damages against Landlord or any of the Landlord Parties as a result of the above actions.

                    (iii) The Alterations shall be performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with all insurance requirements and all applicable laws, ordinances, regulations or requirements of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect (collectively, “Governmental Requirements”).

                    (iv) Tenant shall perform all Alterations so as to minimize or prevent disruption to other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants.

                    (v) Tenant shall perform all Alterations in compliance with any reasonable and non-discriminatory “Policies, Rules and Procedures for Construction Projects” which may be in effect at the time the Alterations is performed.

                    (vi) All Alterations shall be performed only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that (1) Landlord may, in its sole discretion, specify engineers, general contractors, subcontractors, and architects to perform work affecting the Building Systems or any structural component of the Building or Project; and (2) if Landlord consents to any Alterations that requires work to be performed outside the Premises, Landlord may elect to perform such work at Tenant’s expense.

                    (vii) Tenant shall permit Landlord to supervise all Alterations, including, without limitation, the right (but not an obligation) to inspect the construction work during the progress thereof, and to require corrections of faulty construction or any material deviation from the plans for such Alterations as approved by Landlord; provided, however, that no such inspection shall be deemed to create any liability on the part of Landlord, or constitute a representation by Landlord or any person hired to perform such inspection that the work so inspected conforms with such plans or complies with any Governmental Requirements, and no such inspection shall give rise to a waiver of, or estoppel with respect to, Landlord’s continuing right at any time or from time to time to require the correction of any faulty work or any material deviation from such plans.

                    (viii) Landlord may charge a supervisory fee not to exceed three percent (3%) of labor, material, and all other costs of the Alterations to compensate Landlord for its management and supervision of the progress of the work.

15

                    (ix) Upon completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation related to the Alterations, including any other information required under any “Policies, Rules and Procedures for Construction Projects” which may be in effect at the time.

          5.2 No Liens. Tenant has no authority to cause or permit any lien or encumbrance of any kind to affect Landlord’s interest in the Project; any such lien or encumbrance shall attach to Tenant’s interest only. If any mechanic’s lien shall be filed or claim of lien made for work or materials furnished to Tenant, then Tenant shall at its expense within ten (10) days thereafter either discharge or contest the lien or claim. If Tenant contests the lien or claim, then Tenant shall (a) within such ten (10) day period, provide Landlord adequate security for the lien or claim, (b) contest the lien or claim in good faith by appropriate proceedings that operate to stay its enforcement, and (c) pay promptly any final adverse judgment entered in any such proceeding. If Tenant does not comply with these requirements, Landlord may discharge the lien or claim, and the amount paid, as well as attorney’s fees and other expenses incurred by Landlord, shall constitute Additional Rent payable by Tenant on demand.

          5.3 Ownership of Improvements. All Alterations as defined in this Section 5, partitions, hardware, equipment, machinery and all other improvements and all fixtures, except trade fixtures, constructed in the Premises by either Landlord or Tenant, (a) shall become Landlord’s property upon installation without compensation to Tenant, unless Landlord consents otherwise in writing, and (b) shall, at Landlord’s option, either (i) be surrendered to Landlord with the Premises at the termination of this Lease or of Tenant’s right to possession, or (ii) be removed in accordance with Section 14 below; provided, however, that if Tenant’s request for Landlord’s approval of any proposed Work contains a request, in all capital letters, that Landlord identify any portion of such Work that Landlord will require Tenant to remove as provided above, then Landlord will, at the time it approves such Work, identify such portion of the Work, if any, that Landlord will require Tenant to so remove.

     6. USE OF PREMISES.

          6.1 Limitation on Use. Tenant shall use the Premises only for the Permitted Use stated in the Schedule and Tenant shall not use or permit the Premises or the Project to be used for any other purpose or purposes whatsoever without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion. Tenant acknowledges and agrees that any Transferee, other than a Permitted Transferee, shall be limited to the following uses: general office, warehouse, light assembly and manufacturing and research and development. Tenant shall not allow any use of the Premises which will negatively affect the cost of coverage of Landlord’s insurance on the Project. Tenant shall not allow any inflammable or explosive liquids or materials to be kept on the Premises. Tenant shall not allow any use of the Premises which would cause the value or utility of any part of the Premises to diminish, and Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with Landlord’s use of the Project or interfere with the rights of other tenants and/or occupants of the Building or Project or injure, annoy, or disturb them, or commit any waste. Tenant shall not permit any nuisance or waste to occur in, on, or about the Project, or allow any

16

offensive noise or odor in or around the Project. At the end of each business day, or more frequently if necessary, Tenant shall deposit all garbage and other trash (excluding any inflammable, explosive and/or hazardous materials) in trash bins or containers approved by Landlord in locations designated by Landlord from time to time. If any governmental authority shall deem the Premises to be a “place of public accommodation” under the Americans with Disabilities Act (“ADA”) or any other comparable law as a result of Tenant’s use, Tenant shall either modify its use to cause such authority to rescind its designation or be responsible for any alterations, structural or otherwise, required to be made to the Building or the Premises under such laws.

          6.2 Signs. Tenant shall not place on any portion of the Premises any sign, placard, lettering, banner, displays, graphic, decor or other advertising or communicative material which is visible from the exterior of the Premises without Landlord’s prior written approval. Any approved signs shall strictly conform to all Governmental Requirements, any CC&R’s recorded against the Project, and Landlord’s signage standards in effect at the time, and shall be installed and removed at Tenant’s expense. Tenant, at its sole expense, shall maintain such signs in good condition and repair during the Term. Prior to the expiration or earlier termination of this Lease, Tenant at its sole cost shall remove all of its exterior signage and repair any and all damage caused to the Building and/or Project (including and fading or discoloration) by such signs and/or the removal of such signs from the Building and/or Project. As part of the Tenant Improvements to be performed by Landlord pursuant to Exhibit C, Landlord shall install the Building standard sign containing Tenant’s name at the entrance to the Premises and include Tenant’s name in the tenant directory located in the lobby in the first floor of the Building.

          6.3 Parking. Tenant shall have the non-exclusive right to park in the Project’s parking facilities in common with other tenants of the Project upon terms and conditions, as may from time to time be established by Landlord. Tenant agrees not to overburden the parking facilities (i.e., use more than the number of unassigned parking stalls indicated on the Schedule) and agrees to cooperate with Landlord and other tenants in the Project in the use of the parking facilities. Landlord reserves the right in its discretion to determine whether the parking facilities are becoming crowded and to allocate and assign parking passes among Tenant and the other tenants in the Project. Tenant’s use of the parking facilities shall be at no charge, provided that Landlord shall have the right to charge Tenant the portion that Landlord deems allocable to Tenant of any charges (e.g., fees or taxes) imposed by the Regional Air Quality Control Board or other governmental or quasi-governmental agency in connection with the parking facilities (e.g., in connection with operation or use of the parking facilities). Landlord shall not be liable to Tenant, nor shall this Lease be affected, if any parking is impaired by (or if any parking charges are imposed as a result of) any moratorium, initiative, referendum, law, ordinance, regulation or order passed, issued or made by any governmental or quasi-governmental body. Tenant’s continued right to use the parking spaces is conditioned upon Tenant abiding by all rules and regulations which are prescribed from time to time for the orderly operation and use of the parking facility where the parking passes are located, including any sticker or other identification system established by Landlord, Tenant’s cooperation in seeing that Tenant’s employees and visitors also comply with such rules and regulations and Tenant not being in default under this Lease. Landlord specifically reserves the right to change the size, configuration, design, layout and all other aspects of the Project parking facility at any time and Tenant acknowledges and agrees that Landlord may, without incurring any liability to Tenant and without any abatement of

17

Rent under this Lease, from time to time, close-off or restrict access to the Project parking facility for purposes of permitting or facilitating any such construction, alteration or improvements. Landlord may delegate its responsibilities hereunder to a parking operator in which case such parking operator shall have all the rights of control attributed hereby to Landlord with respect to parking at the Project. The parking passes granted to Tenant pursuant to this Section 6.3 are provided to Tenant solely for use by Tenant’s own personnel and, except in connection with a Permitted Transfer or a Transfer approved by Landlord pursuant to Section 17, such passes may not be transferred, assigned, subleased or otherwise alienated by Tenant without Landlord’s prior approval.

          6.4 Prohibition Against Use of Roof and Structure of Building. Tenant shall be prohibited from using all or any portion of the roof of the Building or any portion of the structure of the Building during the Term of this Lease (or any extensions thereof) for any purposes (including without limitation for the installation, maintenance and repair of a satellite dish and/or other telecommunications equipment), without Landlord’s prior written consent, which Landlord may withhold in its sole and absolute discretion. Notwithstanding the foregoing, Landlord shall grant Tenant with reasonable access to the roof of the Building as may be reasonably necessary to allow Tenant to perform its HVAC and other maintenance obligations hereunder, provided that such access shall be subject to any reasonable rules and restrictions that Landlord may impose from time to time; provided, however, that Tenant may, subject to Landlord’s reasonable prior written consent, use the roof for the installation of communications equipment to service Tenant’s business in the Premises. Tenant’s plans and specifications for its rooftop communications equipment, including the design, size and features of the rooftop equipment and mounting structure, floor and power load requirements, cabling installations, the means of affixing or mounting the rooftop equipment, and the means of connecting the rooftop equipment to the Building’s electrical system and to the Premises, is attached hereto as Exhibit F, (the “Approved Communication Plans”) and are hereby approved by Landlord, subject to the qualification that Landlord has made no representations or promise as to the suitability or effectiveness of any part of the roof for Tenant’s proposed use, or as to any Governmental Requirements applicable to Tenant’s proposed use.

               (a) In the event that Tenant desires to install any equipment which has not been approved by Landlord as part of the Approved Communication Plans, Tenant shall submit to Landlord, with any request for consent of any rooftop equipment, plans and specifications therefor, which must include, without limitation, the design, size and features of the rooftop equipment and mounting structure, floor and power load requirements, cabling installations, the means of affixing or mounting the rooftop equipment, and the means of connecting the rooftop equipment to the Building’s electrical system and to the Premises. Tenant acknowledges and agrees that Tenant’s use of any portion of the roof of the Building is non-exclusive and subject to Landlord’s approval of location, plans and installation pursuant to Section 5 of this Lease and such rules and regulations as Landlord may prescribe, including, without limitation, with regard to (i) the location, size, type and methods of installation of the proposed rooftop equipment, (ii) requirements to prevent electrical, electromagnetic, radio frequency or other interference with other telecommunication equipment on or about the Building, (iii) rooftop space availability, (iv) restrictions on penetration of the roof surface, (v) rooftop access rights, and (vi) removal requirements upon the expiration or earlier termination of this Lease.

18

               (b) Nothing herein shall limit or restrict Landlord’s rights under Section 11.13, or require Landlord to obtain Tenant’s consent prior to exercising such rights.

     7. GOVERNMENTAL REQUIREMENTS AND BUILDING RULES.

          7.1 Compliance in Premises.

               (a) Landlord’s Responsibilities. As of the Commencement Date, the Premises shall comply in all material respects with all applicable Governmental Requirements (as interpreted by applicable governmental or quasi-governmental authorities as of the Commencement Date), without regard to any specific use of the Premises by Tenant. If Landlord or Tenant receives written notice from any governmental or quasi-governmental authority that any portion of the Premises violated Governmental Requirements as of the Commencement Date, Landlord shall not be liable to Tenant for any damages, but Landlord, at no cost to Tenant, shall, as Tenant’s sole remedy, perform such work or take such other action as may be necessary to cure such violation, but only to the extent that such violation materially and adversely affects Tenant’s use or occupancy of the Premises. Notwithstanding the foregoing, (a) Landlord shall have the right to contest any alleged violation in good faith, including, without limitation, the right to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by law, and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by law, and Landlord’s obligation to perform work or take such other action to cure a violation under this Section 7.1(a) shall apply after the exhaustion of any and all rights to appeal or contest; and (b) issuance of a temporary or final certificate of occupancy with respect to the Tenant Improvements (or if such certificates are not customarily issued for such work by the local governmental authority, then the final inspection and sign-off on the job card for such work by the building inspectors(s)), shall conclusively establish the compliance of the Premises with the applicable Governmental Requirements, including the ADA.

               (b) Tenant shall, at its sole cost and expense, (1) comply with all Governmental Requirements; with any occupancy certificate issued for the Premises; and with the provisions of all recorded documents affecting the Premises, insofar as any thereof relates to or affects the condition, use or occupancy of the Premises; and (2) take all proper and necessary action to cause the Premises, including any repairs, replacements, alterations and improvements thereto, to be maintained, constructed, used and occupied in compliance with applicable Governmental Requirements, including any applicable code and ADA requirements, whether or not such requirements are based on Tenant’s use of the Premises, and further to assume all responsibility to ensure that the Premises continues to comply with all Governmental Requirements, including applicable code and ADA requirements, throughout the Term. Tenant shall be responsible, at its sole cost and expense, to make all alterations to the Premises as are required to comply with the governmental rules, regulations, requirements or standards described in this Section 7.1; provided, however, that, unless necessitated by Tenant’s particular use of the Premises (as opposed to general office use) or any improvements to or alterations of the Premises made by or on behalf of Tenant, Tenant shall have no obligation to make structural repairs or alterations to the Premises to comply with Governmental Requirements. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action,

19

regardless of whether Landlord is a party thereto, that Tenant has violated any of said governmental measures, shall be conclusive of that fact as between Landlord and Tenant.

          7.2 Compliance in Common Areas. Subject to reimbursement as an Operating Cost as provided in Section 2 above, Landlord shall perform any work required under any applicable Governmental Requirements, including the ADA, to be performed in the common areas of the Project, except that Tenant shall be solely responsible for all such compliance work which is required as a result of Tenant’s use or activities or Tenant’s proposed alterations or repairs. With respect to any code compliance work required outside the Premises for which Tenant is responsible hereunder, Landlord shall have the right to perform such work, or require that Tenant perform such work with contractors, subcontractors, engineers and architects approved by Landlord; and if Landlord elects to perform such work outside the Premises, Tenant shall reimburse Landlord for the cost of such work within ten (10) days following receipt of invoices therefor. Landlord makes no representations or warranties regarding whether the Project or the Premises complies with applicable Governmental Requirements as of the date of this Lease; provided, however, that Landlord represents to Tenant that, as of the date of this Lease, Landlord has not received any written notice from any governmental authority that the Building is in violation of any Governmental Requirements, which violation remains uncured. If it is determined that the foregoing representation was untrue when made, Landlord shall, as Tenant’s sole and exclusive remedy, perform such work as may be required by such Governmental Requirements, but only to the extent that failure to do so would result in an obligation or liability accruing to Tenant or result in an imminent and material adverse impact on Tenant’s occupancy of or access to the Premises.

          7.3 Rules and Regulations. Tenant shall also comply with all reasonable rules for the Project which may be reasonably established and amended from time to time by Landlord. The present rules and regulations are contained in Exhibit B. Failure by another tenant to comply with the rules or failure by Landlord to enforce them shall not relieve Tenant of its obligation to comply with the rules or make Landlord responsible to Tenant in any way. Landlord shall use reasonable efforts to apply the rules and regulations uniformly with respect to Tenant and any other tenants in the Project under leases containing rules and regulations similar to this Lease.

     8. WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.

          8.1 Waiver of Claims. Neither Landlord nor the other Landlord Parties (as defined below) shall be liable to Tenant or to any Tenant Parties (as defined below), and Tenant waives all claims against Landlord and such other Landlord Parties, for any injury to or death of any person or for loss of use of or damage to or destruction of property in or about the Premises or Project by or from any cause whatsoever, including without limitation, earthquake or earth movement, gas, fire, oil, electricity or leakage from the roof, walls, basement or other portion of the Premises or Project, except only, with respect to any Landlord Party, to the extent such injury, death or damage is caused by the gross negligence or willful misconduct of such Landlord Party and not covered by the insurance required to be carried by Tenant hereunder or except to the extent such limitation on liability is prohibited by law. The provisions of this Section 8.1 shall survive the expiration or earlier termination of this Lease until all claims within the scope

20

of this Section 8.1 are fully, finally, and absolutely barred by the applicable statutes of limitations.

          8.2 Indemnification.

               (a) Tenant shall indemnify, protect, defend (by counsel reasonably satisfactory to Landlord) and hold harmless Landlord and its officers, directors, employees and agents (each, a “Landlord Party” and collectively, the “Landlord Parties”), and each of them, against any and all obligations, losses, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, suits, orders or judgments), causes of action, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including reasonable attorneys’ and consultants’ fees and expenses) (collectively, “Claims”) arising from any of the following, including, but not limited to, Claims brought by or on behalf of employees of Tenant: (i) any cause in, on or about the Premises, (ii) any act or omission or negligence of Tenant or any person or entity claiming by or through Tenant (including any assignee or subtenant), or any of their respective members, partners, employees, contractors, agents, customers, visitors, licensees or other persons in or about the Project by reason of Tenant’s occupancy of the Premises (each a “Tenant Party” and, collectively, “Tenant Parties”), or (iii) Tenant’s breach of its obligations under this Lease, either prior to, during, or after the expiration of the Lease Term (including, without limitation, Tenant’s failure to surrender the Premises in accordance with Section 14 below); provided, however, that, with respect to any Landlord Party, Tenant’s obligations under this Section shall be inapplicable to the extent such Claims arise from the gross negligence or willful misconduct of such Landlord Party and are not covered by the insurance required to be carried by Tenant hereunder, or to the extent such obligations are prohibited by applicable law.

               (b) Subject to the waivers of liability and subrogation set forth in Sections 8.1 and 8.6, respectively, Landlord shall indemnify and hold harmless Tenant, its officers, agents and employees from and against all Claims to the extent arising from the gross negligence or willful misconduct of Landlord, its employees, agents or contractors.

               (c) Tenant’s duty to defend Landlord and the other Landlord Parties under this Section 8.2 is separate and independent of Tenant’s duty to indemnify the Landlord Parties. The duty to defend includes claims for which the Landlord Parties may be liable without fault or strictly liable. The duty to defend applies regardless of whether the issues of negligence, liability, fault, default, or other obligation on the part of Tenant Parties have been determined. The duty to defend applies immediately, regardless of whether any Landlord Parties have paid any sums or incurred any detriment arising out of or relating (directly or indirectly) to any Claims. The parties expressly intend that Landlord Parties shall be entitled to obtain summary adjudication or summary judgment regarding Tenant’s duty to defend the Landlord Parties at any stage of any claim or suit within the scope of this Section.

               (d) Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease until all Claims within the scope of this Section 8.2 are fully, finally, and absolutely barred by the applicable statutes of limitations.

21

          8.3 Tenant’s Insurance. Tenant shall maintain insurance as follows, with such other terms, coverages and insurers, as Landlord shall reasonably require from time to time:

               (a) Commercial General Liability Insurance, with (i) Contractual Liability including the indemnification provisions contained in this Lease, (ii) a severability of interest endorsement, and (iii) limits of not less than One Million Dollars ($1,000,000) combined single limit per occurrence, not less than Two Million Dollars ($2,000,000) in the aggregate for bodily injury, sickness or death, and property damage, and umbrella coverage of not less than Three Million Dollars ($3,000,000).

               (b) Special Causes of Loss (ISO form CP 10 30 10/00 or its substantive equivalent) Insurance covering the replacement cost of all leasehold improvements, trade fixtures and personal property in or on the Premises, with a deductible not greater than Two Thousand Five Hundred Dollars ($2,500.00).

               (c) Business Income insurance and extra expense coverage with coverage amounts that shall reimburse Tenant for all rental, expense and other payment obligations of Tenant under this Lease for a period of not less than one (1) year.

               (d) Workers’ compensation or similar insurance in form and amounts required by law, and Employer’s Liability with not less than the following limits:

Each Accident:	$	500,000
Disease—Policy Limit:	$	500,000
Disease—Each Employee:	$	500,000

          Tenant’s insurance shall be primary and not contributory to that carried by Landlord, its agents, or mortgagee. Landlord, and if any, Landlord’s building manager or agent, and, if Landlord requests, any Security Holder (as defined in Section 16.1 below), shall be named as additional insureds under the insurance required of the Tenant in Section 8.3(a), and Tenant’s property insurance policies shall be endorsed to provide that any loss shall be payable to Landlord and such other additional parties as Landlord may specify, as their respective interests may appear. The company or companies writing any insurance which Tenant is required to maintain under this Lease, as well as the form of such insurance, shall at all times be subject to Landlord’s approval, and any such company shall be licensed to do business in the state in which the Building is located. Such insurance companies shall have a A.M. Best rating of A VI or better.

               (e) Tenant shall cause any contractor of Tenant performing work on the Premises to maintain insurance as follows, with such other terms, coverages and insurers, as Landlord shall reasonably require from time to time:

                    (i) Commercial General Liability Insurance, including contractor’s liability coverage, contractual liability coverage, completed operations coverage, broad form property damage endorsement, and contractor’s protective liability coverage, to afford protection with limits, for each occurrence, of not less than One Million Dollars ($1,000,000) with respect to personal injury, death or property damage.

22

     (ii) Workers’ compensation or similar insurance in form and amounts required by law, and Employer’s Liability with not less than the following limits:

Each Accident:	$	500,000
Disease—Policy Limit:	$	500,000
Disease—Each Employee:	$	500,000

          Such insurance shall contain a waiver of subrogation provision in favor of Landlord and its agents. Tenant’s contractor’s insurance shall be primary and not contributory to that carried by Tenant, Landlord, their agents or mortgagees. Tenant and Landlord, and if any, Landlord’s building manager or agent, and, if Landlord requests, any Security Holder shall be named as additional insured on Tenant’s contractor’s insurance policies.

          8.4 Insurance Certificates. Tenant shall deliver to Landlord certificates of liability insurance on ACORD Form 25 and a certificate of property insurance on ACORD Form 27 evidencing all required insurance no later than five (5) days prior to the Commencement Date (or five (5) days prior to the date of any early access to the Premises Landlord grants to Tenant in accordance with the terms of this Lease) and each renewal date. Each certificate shall provide that said insurance shall not be canceled unless thirty (30) days prior written notice (ten days for non-payment of premium) shall have been given to Landlord and Tenant.

          8.5 Landlord’s Insurance. Subject to reimbursement as an Operating Cost in accordance with the provisions of Section 2 hereof, Landlord shall procure and maintain in effect throughout the Term of this Lease commercial general liability insurance, property insurance and/or such other types of insurance as are normally carried by reasonably prudent owners of commercial properties substantially similar to the Project. Such coverages shall be in such amounts, from such companies and on such other terms and conditions as Landlord may from time to time reasonably determine, and Landlord shall have the right, but not the obligation, to change, cancel, decrease or increase any insurance coverages in respect of the Building, add additional forms of insurance as Landlord shall deem reasonably necessary, and/or obtain umbrella or other policies covering both the Building and other assets owned by or associated with Landlord or its affiliates, in which event the cost thereof shall be equitably allocated.

          8.6 Waiver of Subrogation. Landlord and Tenant hereby waive and release any and all rights of recovery against the other party, including officers, employees, agents and authorized representatives (whether in contract or tort) of such other party, that arise or result from any and all loss of or damage to any property of the waiving party located within or constituting part of the Building, including the Premises, to the extent of amounts payable under a standard ISO Commercial Property insurance policy, or such additional property coverage as the waiving party may carry (with a commercially reasonable deductible), whether or not the party suffering the loss or damage actually carries any insurance, recovers under any insurance or self-insures the loss or damage. Each party shall have its property insurance policies issued in such form as to waive any right of subrogation as might otherwise exist. This mutual waiver is in addition to any other waiver or release contained in this Lease.

     9. FIRE AND OTHER CASUALTY.

23

          9.1 Termination. If a fire or other casualty causes damage to the Building or the Premises, and sufficient insurance proceeds will be available to Landlord to cover the cost of any restoration to the Building and Premises, Landlord shall engage a contractor or registered architect to estimate, within one (1) month of the casualty (or as soon thereafter as is reasonably practicable), to both Landlord and Tenant the amount of time needed to restore the Building and the Premises to tenantability, using standard working methods without the payment of overtime and other premiums. If the time needed exceeds nine (9) months from the beginning of the restoration, or two (2) months therefrom if the restoration would begin during the last twelve (12) months of the Lease, then in the case of damage to the Premises, either Landlord or Tenant may terminate this Lease, and in the case of damage to the Building, Landlord may terminate this Lease, by notice to the other party within ten (10) days after the notifying party’s receipt of the architect’s estimate. If sufficient insurance proceeds will not be available to Landlord to cover the cost of any restoration to the Building or the Premises, Landlord may terminate this Lease by written notice to Tenant. Any termination pursuant to this Section 9.1 shall be effective thirty (30) days from the date of such termination notice and Rent shall be paid by Tenant to that date, with an abatement for any portion of the Premises which has been rendered untenantable as a result of the casualty (except to the extent that (a) the casualty was caused by the gross negligence or intentional misconduct of Tenant, its agents, employees, contractors, subtenants or assignees, or (b) provided the same does not result from Landlord’s breach of its obligations under Section 8.5 above, Landlord does not receive insurance proceeds sufficient to cover the rent interruption during such period).

          9.2 Restoration. If a casualty causes damage to the Building or the Premises but this Lease is not terminated for any reason, then subject to the rights of any mortgagees or ground lessors, Landlord shall obtain the applicable insurance proceeds and diligently restore the Building and the Premises to substantially their prior condition, except for modifications required by then applicable Governmental Requirements or any other modifications to the common areas of the Building, if any, deemed desirable by Landlord; provided, however, that, within ten (10) days following notice to Tenant from Landlord (whether or not this Lease is terminated pursuant to Section 9.1 above), Tenant shall irrevocably and unconditionally assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 8.3(b) above which pertain to the repair and restoration of the leasehold improvements in the Premises, including any leasehold improvements performed by or on behalf of Tenant pursuant to Section 5 above; and provided further, that if the cost of repair and restoration by Landlord of the leasehold improvements in the Premises exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, the cost of such repair and restoration shall be promptly paid by Tenant to Landlord, but in any event prior to Landlord’s commencement of repair of the damage. Notwithstanding the foregoing, Landlord shall have no obligation with respect to, and if Landlord elects or is required to perform any restoration hereunder, Tenant shall be responsible for and shall, repair and replace at its sole cost all of Tenant’s equipment, furniture, trade fixtures and other personal property in the Premises, including, without limitation, any telecommunications wires, cables and related devices located in or serving the Premises. Rent shall be abated on a per diem basis during the restoration for any portion of the Premises which is untenantable, except to the extent that (a) the casualty was caused by the gross negligence or intentional misconduct of Tenant, its agents, employees, contractors, subtenants or assignees, (b) Landlord is delayed in completing the repair or restoration as a result of any act, omission,

24

neglect or failure of Tenant or any of Tenant’s agents, employees, contractors or subcontractors or (c) Landlord does not receive insurance proceeds sufficient to cover the rent interruption during such period. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the Premises, damage to Tenant’s personal property and trade fixtures or any inconvenience occasioned by such damage, repair or restoration. Tenant hereby waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code, and the provisions of any similar law hereinafter enacted.

     10. EMINENT DOMAIN. If a part of the Project is taken by eminent domain or deed in lieu thereof which is so substantial that the Premises cannot reasonably be used by Tenant for the operation of its business, then either party may terminate this Lease effective as of the date of the taking. If any substantial portion of the Project is taken without affecting the Premises, then Landlord may terminate this Lease as of the date of such taking. Rent shall abate from the date of the taking in proportion to any part of the Premises taken. The entire award for a taking of any kind shall be paid to Landlord, and Tenant shall have no right to share in the award. All obligations accrued to the date of the taking shall be performed by the party liable to perform said obligations, as set forth herein. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of The California Code of Civil Procedure.

     11. RIGHTS RESERVED TO LANDLORD.

          Landlord may exercise at any time any of the following rights respecting the operation of the Project without liability to Tenant of any kind:

          11.1 Name. To change the name of the Building or the Project, or the street address of the Building (only if due to circumstances beyond Landlord’s reasonable control) or the suite number(s) of the Premises (only if due to circumstances beyond Landlord’s reasonable control).

          11.2 Signs. To install, modify and/or maintain any signs on the exterior and in the interior of the Building or on the Project, and to approve at its sole discretion, prior to installation, any of Tenant’s signs in the Premises visible from the common areas or the exterior of the Building.

          11.3 Window Treatments. To approve, at its discretion, prior to installation, any shades, blinds, ventilators or window treatments of any kind, as well as any lighting within the Premises that may be visible from the exterior of the Building or any interior common area.

          11.4 Keys. To retain and use at any time passkeys to enter the Premises or any door within the Premises. Tenant shall not alter or add any lock or bolt without Landlord’s prior written consent which shall not be unreasonably withheld.

          11.5 Access. To have access to the Premises with twenty-four hours’ prior notice (except in the case of an emergency, in which case Landlord shall have the right to immediate access) to inspect the Premises, to post notices of non-responsibility in connection with any Alterations, to make repairs, alterations, additions or improvements to the Premises or Building, and to perform any other obligations of Landlord hereunder, all without abatement of Rent; provided that, subject to the next succeeding sentence, Landlord shall, in connection with

25

the foregoing access, use commercially reasonable efforts to minimize interference with Tenant’s business in the Premises and shall in all events provide Tenant with reasonable access to the Premises. Landlord may perform any such repairs or alterations during ordinary business hours, except that Tenant may require any work in the Premises to be done after business hours if Tenant pays Landlord for overtime and any other expenses incurred.

          11.6 Preparation for Reoccupancy. To decorate, remodel, repair, alter or otherwise prepare the Premises for reoccupancy at any time after Tenant abandons the Premises, without relieving Tenant of any obligation to pay Rent.

          11.7 Heavy Articles. To approve the weight, size, placement and time and manner of movement within the Building of any safe, central filing system or other heavy article of Tenant’s property. Tenant shall move its property entirely at its own risk.

          11.8 Show Premises. To show the Premises to prospective purchasers, tenants, brokers, lenders, mortgagees, investors, rating agencies or others at any reasonable time, provided that Landlord gives prior notice to Tenant and does not materially interfere with Tenant’s use of the Premises.

          11.9 Relocation of Tenant. To relocate Tenant, upon one hundred eighty (180) days’ prior written notice. In such event, Landlord shall give Tenant notice (“Landlord’s Relocation Notice”) of Landlord’s election to so relocate Tenant from the Premises to another area in the Project, which notice shall specify the space to which Landlord desires to relocate Tenant (the “New Premises”). Landlord may not deliver Landlord’s Relocation Notice until the last day of the eighteenth (1 8^th) month following the Commencement Date. Upon delivery of Landlord’s Relocation Notice, all Rent payable by Tenant under this Lease shall be abated for a period of one hundred eighty (180) days. Tenant shall have thirty (30) days following the date of Landlord’s Relocation Notice in which to either accept or reject relocation of the Premises to the New Premises and to provide written notice thereof to Landlord (“Tenant’s Response Notice”). Failure to timely deliver Tenant’s Response Notice shall be deemed to be Tenant’s acceptance of the New Premises and Tenant’s waiver of its right to reject relocation of the Premises to the New Premises. If, pursuant to Tenant’s Response Notice, Tenant rejects relocation of the Premises to the New Premises, Landlord shall have the right to cancel and terminate this Lease by providing notice thereof to Tenant (“Landlord’s Termination Notice”) which termination of this Lease shall be effective as of the date which is one hundred eighty (180) days after delivery of Landlord’s Relocation Notice (the “Relocation Termination Date”). If Landlord exercises its right to terminate this Lease pursuant to the immediately preceding sentence, Tenant shall vacate the Premises on or before the Relocation Termination Date. If Tenant is relocated to the New Premises, the relocation shall be completed before the date which is one hundred eighty (180) days after delivery of Landlord’s Relocation Notice and subject to, and in accordance with, the following:

               (a) The New Premises shall be within ten percent (10%) of the size of the Premises described in this Lease;

26

               (b) The New Premises shall be reasonably comparable to the Premises with respect to tenant finishes and layout (taking any differences in configuration between the Premises and the New Premises into account);

               (c) The physical relocation of Tenant’s furniture, trade fixtures, equipment and other personal property to the New Premises shall be performed by Landlord at its sole cost;

               (d) Tenant shall cooperate with Landlord to facilitate the relocation, including supervising the movement of files or fragile equipment, designating new locations for furniture, equipment and new telephone and electrical outlets, and determining the color of paint in the New Premises;

               (e) All reasonable costs incurred by Tenant as a result of the relocation, including, without limitation, costs incurred in changing addresses on stationery, business cards, directories, advertising, and other such items, shall be paid by Landlord, in a sum not to exceed One Thousand Dollars ($1,000.00);

               (f) If the New Premises is a different square footage than the Premises described in this Lease, (i) the Base Rent shall be adjusted to a sum computed by multiplying the Base Rent specified in the Schedule by a fraction, the numerator of which shall be the total number of square feet in the New Premises, and the denominator of which shall be the total number of square feet in the Premises before relocation, provided, however, in no event shall the Base Rent hereunder be increased as a result of such relocation, and (ii) Tenant’s Proportionate Share shall be appropriately adjusted;

               (g) If requested by Landlord, Tenant shall promptly execute an amendment to this Lease confirming the relocation of Tenant to the New Premises and the adjustment of Base Rent and Tenant’s Proportionate Share, if any; and

               (h) Tenant’s failure to surrender the Premises and relocate to the New Premises as required hereunder, or Tenant’s interference with Landlord’s physical relocation of Tenant’s furniture, trade fixtures, equipment and other personal property to the New Premises, shall constitute an Event of Default hereunder.

          11.10 Use of Lockbox. To designate a lockbox collection agent for collections of amounts due Landlord. In that case, the date of payment of Rent or other sums shall be the date of the agent’s receipt of such payment or the date of actual collection if payment is made in the form of a negotiable instrument thereafter dishonored upon presentment. However, Landlord may reject any payment for all purposes as of the date of receipt or actual collection by mailing to Tenant within a reasonable time after such receipt or collection a check equal to the amount sent by Tenant.

          11.11 Repairs and Alterations. To make repairs or alterations to the Project and in doing so transport any required material through the Premises, to close entrances, doors, corridors, elevators and other facilities in the Project, to open any ceiling in the Premises, or to temporarily suspend services or use of common areas in the Building; provided that, subject to the next succeeding sentence, Landlord shall, in connection with the foregoing work, use

27

commercially reasonable efforts to minimize interference with Tenant’s business in the Premises and shall in all events provide Tenant with reasonable access to the Premises. Landlord may perform any such repairs or alterations during ordinary business hours, except that Tenant may require any work in the Premises to be done after business hours if Tenant pays Landlord for overtime and any other expenses incurred. Landlord may do or permit any work on any nearby building, land, street, alley or way.

          11.12 Building Services. To install, use and maintain through the Premises, pipes, conduits, wires and ducts serving the Building, provided that such installation, use and maintenance does not unreasonably interfere with Tenant’s use of the Premises.

          11.13 Use of Roof. To install, operate, maintain and repair any satellite dish, antennae, equipment, or other facility on the roof of the Building or to use the roof of the Building in any other manner, or to allow any entity selected by Landlord to undertake the foregoing, provided that such installation, operation, maintenance, repair or use does not unreasonably interfere with Tenant’s use of the Premises, including Tenant’s use of the roof as permitted hereunder.

          11.14 Other Actions. To take any other action which Landlord deems reasonable in connection with the operation, maintenance or preservation of the Building and the Project; provided that Landlord shall, in connection with such other action, use commercially reasonable efforts to minimize interference with Tenant’s business in the Premises and shall in all events provide Tenant with reasonable access to the Premises.

     12. EVENTS OF DEFAULT.

          12.1 Tenant’s Default. The occurrence of any one or more of the following events (each, an “Event of Default”) shall constitute a breach of this Lease by Tenant:

               (a) Tenant fails to pay any Rent and such failure continues for five (5) days or more following Landlord’s notice of such failure.

               (b) Tenant fails to perform its obligations under Section 11.9 (Relocation), Section 16 (Subordination), Section 17 (Assignment and Sublease), Section 19 (Estoppel Certificate) or Section 28 (Hazardous Substances).

               (c) Tenant abandons the Premises.

               (d) Tenant fails to perform any obligation to Landlord under this Lease other than those described in Sections 12.1(a), 12.1(b) or 12.1(c) above, and such failure continues for ten (10) days after written notice from Landlord or Landlord’s agent, except that if Tenant begins to cure its failure within the ten (10) day period but cannot reasonably complete its cure within such period, then, so long as Tenant continues to diligently attempt to cure its failure, the ten (10) day period shall be extended to ninety (90) days, or such lesser period as is reasonably necessary to complete the cure.

28

               (e) One of the following credit defaults occurs:

                    (i) Tenant (or any guarantor of Tenant’s obligations hereunder) commences any proceeding under any law relating to bankruptcy, insolvency, reorganization or relief of debts, or seeks appointment of a receiver, trustee, custodian or other similar official for the Tenant (or the guarantor) or for any substantial part of its property, or any such proceeding is commenced against Tenant (or the guarantor) and either remains undismissed for a period of thirty (30) days or results in the entry of an order for relief against Tenant (or the guarantor) which is not fully stayed within seven (7) days after entry;

                    (ii) Tenant (or any guarantor of Tenant’s obligations hereunder) becomes insolvent or bankrupt, does not generally pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors;

                    (iii) Any third party obtains a levy or attachment under process of law against Tenant’s leasehold interest.

          Tenant acknowledges and agrees that any notices required to be given by Landlord under this Section 12 shall, in each case, be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure, and shall be deemed to satisfy the requirement, if any, that notice be given pursuant to such section.

          12.2 Landlord Defaults. Landlord shall be in default hereunder if Landlord has not begun and pursued with reasonable diligence the cure of any failure of Landlord to meet its obligations hereunder within thirty (30) days after the receipt by Landlord of written notice from Tenant of the alleged failure to perform. In no event shall Tenant have the right to terminate or rescind this Lease as a result of Landlord’s default as to any covenant or agreement contained in this Lease. Tenant hereby waives such remedies of termination and rescission and hereby agrees that Tenant’s remedies for default hereunder and for breach of any promise or inducement shall be limited to a suit for damages and/or injunction. In addition, Tenant hereby covenants that, prior to the exercise of any such remedies, Tenant will give notice and a reasonable time to cure any default by Landlord to any holder of a mortgage or deed of trust encumbering Landlord’s interest in the Project of which Tenant has been given notice.

          12.3 Force Majeure. Notwithstanding anything contained in this Lease to the contrary, neither party shall be in default hereunder to the extent such party is unable to perform any of its obligations on account of any prevention, delay, stoppage due to strikes, lockouts, inclement weather, labor disputes, inability to obtain labor, materials, fuels, energy or reasonable substitutes therefor, governmental restrictions, regulations, controls, actions or inaction, civil commotion, fire or other acts of god, national emergency, acts of war or terrorism or any other cause of any kind beyond its reasonable control (except financial inability) (collectively, “Force Majeure”); provided, however, that nothing contained in this Section 12.3 shall (1) relieve Tenant from the obligation to timely pay Rent under this Lease, (2) permit Tenant to holdover in the Premises after the expiration or earlier termination of this Lease, (3) relieve Tenant from any obligation required to be performed by Tenant hereunder if Tenant’s failure to perform such obligation would constitute a breach under Sections 6.1 or 7.1 above, or would interfere with any

29

other tenant of the Project’s use, occupancy or enjoyment of its respective premises or the Project.

     13. LANDLORD REMEDIES. UPON ANY EVENT OF DEFAULT BY TENANT, LANDLORD SHALL HAVE THE FOLLOWING REMEDIES, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES PROVIDED BY LAW OR OTHERWISE PROVIDED IN THIS LEASE, TO WHICH LANDLORD MAY RESORT CUMULATIVELY OR IN THE ALTERNATIVE:

          13.1 Termination of Lease. Landlord may elect by notice to Tenant to terminate this Lease, in which event, Tenant shall immediately vacate the Premises and deliver possession to Landlord.

          13.2 Civil Code Section 1951.4 Remedy. Even though Tenant has breached this Lease, this Lease shall continue in effect for so long as Landlord does not terminate Tenant’s right to possession, and Landlord shall have all of its rights and remedies, including the right, pursuant to California Civil Code Section 1951.4, to recover all rent as it becomes due under this Lease, if Tenant has the right to sublet or assign, subject only to reasonable limitations. Acts of maintenance or preservation or efforts to relet the Premises or the appointment of a receiver upon initiative of Landlord to protect Landlord’s interest under this Lease shall not constitute a termination of Tenant’s right to possession unless written notice of termination is given by Landlord to Tenant.

          13.3 Lease Termination Damages. If Landlord elects to terminate this Lease as provided above, then this Lease shall terminate on the date for termination set forth in such notice and Landlord shall have the right to recover from Tenant as damages:

               (a) The worth at the time of award of unpaid Rent and other sums due and payable which had been earned at the time of termination; plus

               (b) The worth at the time of award of the amount by which the unpaid Rent and other sums due and payable which would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant proves could have been reasonably avoided; plus

               (c) The worth at the time of award of the amount by which the unpaid Rent and other sums due and payable for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant proves could be reasonably avoided; plus

               (d) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease, or which, in the ordinary course of things, would be likely to result therefrom, but excluding any costs or expenses incurred by Landlord: (i) in retaking possession of the Premises; (ii) in maintaining, repairing, preserving, restoring, replacing, cleaning, altering or rehabilitating the Premises or any portion thereof, including such acts for reletting to a new tenant or tenants; (iii) for leasing commissions; or (iv) for any other costs necessary or appropriate to relet the Premises, except to the extent that Landlord incurs any of the costs set forth in (i) — (iv) earlier than it would have in the absence of Tenant’s default; plus

30

               (e) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by the laws of the State of California.

          The “worth at the time of award” of the amounts referred to in Sections 13.3(a) and 13.3(b) is computed by allowing interest at the Interest Rate on the unpaid rent and other sums due and payable from the termination date through the date of award. The “worth at the time of award” of the amount referred to in Section 13.3(c) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). Tenant waives redemption or relief from forfeiture under California Code of Civil Procedure Sections 1174 and 1179, or under any other present or future law, if Tenant is evicted or Landlord takes possession of the Premises by reason of any Event of Default by Tenant hereunder.

          13.4 Landlord’s Remedies Cumulative. All of Landlord’s remedies under this Lease shall be in addition to all other remedies Landlord may have at law or in equity, including, without limitation, the remedy described in California Civil Code Section 1951.4 (pursuant to which Landlord may continue this Lease in effect after Tenant’s breach and abandonment and recover rent as it becomes due if Tenant has the right to sublet or assign the Lease, subject to reasonable limitations). Waiver by Landlord of any breach of any obligation by Tenant shall be effective only if it is in writing, and shall not be deemed a waiver of any other breach, or any subsequent breach of the same obligation. The possession of Tenant’s funds, negotiation of Tenant’s negotiable instruments, or acceptance of Tenant’s payment by Landlord or its agents shall not constitute a waiver of any breach by Tenant, and if such possession, negotiation or acceptance occurs after Landlord’s notice to Tenant, or termination of this Lease or of Tenant’s right to possession, such possession, negotiation or acceptance shall not affect such notice or termination. Acceptance of payment by Landlord after commencement of a legal proceeding or final judgment shall not affect such proceeding or judgment. Landlord may advance such monies and take such other actions for Tenant’s account as reasonably may be required to cure or mitigate any default by Tenant. Tenant shall immediately reimburse Landlord for any such advance, and such sums shall bear interest at the Interest Rate until paid.

          13.5 WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES TRIAL BY JURY IF ANY LEGAL PROCEEDING IS BROUGHT BY THE OTHER IN CONNECTION WITH THIS LEASE. EACH PARTY SHALL BRING ANY ACTION AGAINST THE OTHER IN CONNECTION WITH THIS LEASE IN A FEDERAL OR STATE COURT LOCATED IN CALIFORNIA, CONSENTS TO THE JURISDICTION OF SUCH COURTS, AND WAIVES ANY RIGHT TO HAVE ANY PROCEEDING TRANSFERRED FROM SUCH COURTS ON THE GROUND OF IMPROPER VENUE OR INCONVENIENT FORUM. THE PROVISIONS OF THIS SECTION 13.5 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.

     14. SURRENDER. Upon the expiration or earlier termination of this Lease for any reason, Tenant shall surrender the Premises to Landlord in its condition existing as of the date Landlord delivers possession of the Premises to Tenant, normal wear and tear and damage by fire or other casualty excepted, with all interior walls repaired and repainted if marked or damaged, all carpets shampooed and cleaned, all broken, marred or nonconforming acoustical ceiling tiles

31

replaced, all windows washed, the plumbing and electrical systems and lighting in good order and repair, including replacement of any burned out or broken light bulbs or ballasts, the HVAC equipment serviced and repaired by a reputable and licensed service firm acceptable to Landlord, and all floors cleaned and waxed, all to the reasonable satisfaction of Landlord. Tenant shall remove from the Premises and the Project all of Tenant’s trade fixtures, furniture, moveable equipment and other personal property, and any Alterations which Landlord elects to be removed pursuant to Section 5.3, and shall restore the Premises to its condition prior to their installation, including, without limitation, repairing all damage caused by the installation or removal of any of the foregoing items. If Tenant does not timely remove such property, then Tenant shall be conclusively presumed to have, at Landlord’s election: (a) conveyed such property to Landlord without compensation or (b) abandoned such property, and Landlord may dispose of or store any part thereof in any manner at Tenant’s sole cost, without waiving Landlord’s right to claim from Tenant all expenses arising out of Tenant’s failure to remove the property, and without liability to Tenant or any other person. Landlord shall have no duty to be a bailee of any such personal property. If Landlord elects to consider such property abandoned, Tenant shall be liable to Landlord for the costs of: (i) removal of any such Alterations or personal property, (ii) storage, transportation, and disposition of the same, and (iii) repair and restoration of the Premises, together with interest thereon at the Interest Rate from the date of expenditure by Landlord.

     15. HOLDOVER. Tenant shall have no right to holdover possession of the Premises after the expiration or termination of this Lease without Landlord’s prior written consent which Landlord may withhold in its sole and absolute discretion. If, however, Tenant retains possession of any part of the Premises after the Term, Tenant shall become a tenant at sufferance only, for the entire Premises upon all of the terms of this Lease as might be applicable to such tenancy, except that Tenant shall pay (a) for the first thirty (30) days of such holding over, an amount equal to one hundred twenty-five percent (125%) of the Base Rent, Operating Cost Share Rent, and Tax Share Rent payable by Tenant immediately prior to such holding over; and (b) thereafter, an amount equal to two hundred percent (200%) of the Base Rent, Operating Cost Share Rent, and Tax Share Rent payable by Tenant immediately prior to such holding over, (without regard to any abatements of Rent on account of casualty or otherwise), computed on a monthly basis for each full or partial month Tenant remains in possession. Tenant shall also protect, defend, indemnify and hold Landlord harmless from and against all Claims resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and any lost profits to Landlord resulting therefrom. No acceptance of Rent or other payments by Landlord under these holdover provisions shall operate as a waiver of Landlord’s right to regain possession or any other of Landlord’s remedies.

     16. SUBORDINATION TO GROUND LEASES AND MORTGAGES.

          16.1 Subordination. This Lease shall be subordinate to any present or future ground lease or mortgage (each a “Superior Interest”) respecting the Project, and any amendments to such ground lease or mortgage, at the election of the ground lessor or mortgagee (a “Security Holder”), as the case may be, effected by notice to Tenant in the manner provided in this Lease. The subordination shall be effective upon such notice, but at the request of Landlord or such Security Holder, Tenant shall within ten (10) days after the request, execute and deliver to the requesting party any reasonable documents provided to evidence the subordination. Any

32

mortgagee has the right, at its sole option, to subordinate its mortgage to the terms of this Lease, without notice to, nor the consent of, Tenant. With respect to any Superior Interest to which this Lease is now or shall hereafter become subordinate, Landlord shall use commercially reasonable efforts to obtain from the Security Holder of such Superior Interest, for the benefit of Tenant, a non-disturbance agreement, in the customary form of such Security Holder, providing generally that as long as Tenant is not in default under this Lease, this Lease will not be terminated if such Security Holder acquires title to the Building or Project by reason of foreclosure proceedings, acceptance of a deed in lieu of foreclosure, or termination of the leasehold interest of Landlord, provided that Tenant attorns to such Security Holder in accordance with its requirements. Except for making such commercially reasonable efforts, Landlord will be under no duty or obligation hereunder with respect to any Superior Interest, nor will the failure or refusal of the Security Holder of any Superior Interest to grant a non-disturbance agreement render Landlord liable to Tenant, or affect this Lease, in any manner. Tenant will bear all costs and expenses (including attorneys’ fees) of the Security Holder of such Superior Interest in connection with Landlord’s reasonable efforts to obtain a non-disturbance agreement.

          16.2 Termination of Ground Lease or Foreclosure of Mortgage. If any ground lease is terminated or mortgage foreclosed or deed in lieu of foreclosure given and the Security Holder or purchaser at a foreclosure sale shall thereby become the owner of the Project, Tenant shall attorn to such Security Holder or purchaser without any deduction or setoff by Tenant, and this Lease shall continue in effect as a direct lease between Tenant and such Security Holder or purchaser. The Security Holder or purchaser shall be liable as Landlord only during the time such Security Holder or purchaser is the owner of the Project. At the request of Landlord or any Security Holder, Tenant shall execute and deliver within ten (10) days after the request any document furnished by the requesting party to evidence Tenant’s agreement to attorn.

          16.3 Security Deposit. Any Security Holder shall be responsible for the return of any security deposit by Tenant only to the extent the security deposit, if any, is received by such Security Holder.

          16.4 Notice and Right to Cure. Tenant agrees to send by registered or certified mail to any Security Holder identified in a notice from Landlord to Tenant, a copy of any notice of default sent by Tenant to Landlord. If Landlord fails to cure such default within the required time period under this Lease, but any Security Holder begins to cure within ten (10) days after such period and proceeds diligently to complete such cure, then such Security Holder shall have such additional time as is reasonably necessary to complete such cure, including any time necessary to obtain possession if possession is necessary to cure, and Tenant shall not begin to enforce its remedies so long as the cure is being diligently pursued.

          16.5 Definitions. As used in this Section 16, “mortgage” shall include “trust deed” and “deed of trust”; “mortgagee” shall include “trustee”, “beneficiary” and the mortgagee of any ground lessee; and “ground lessor”, “mortgagee”, and “purchaser at a foreclosure sale” shall include, in each case, all of its successors and assigns, however remote.

     17. ASSIGNMENT AND SUBLEASE.

33

          17.1 In General. Tenant shall not, without Landlord’s prior written consent, in each case: (a) make or allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant’s interest in this Lease, (b) sublet any part of the Premises, or (c) permit anyone other than Tenant and its employees to occupy any part of the Premises (all of the foregoing are hereinafter sometimes referred to individually as a “Transfer”, and collectively as “Transfers”, any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”, and any person by whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferor”). Tenant shall remain primarily liable for all of its obligations under this Lease, notwithstanding any Transfer. No consent granted by Landlord shall be deemed to be a consent to any subsequent Transfer. Tenant shall pay all of Landlord’s attorneys’ fees and other expenses incurred in connection with any consent requested by Tenant or in considering any proposed Transfer, up to a maximum amount of Two Thousand Five Hundred Dollars ($2,500.00) per proposed Transfer (unless there is a dispute in connection with the proposed Transfer, in which event the provisions of Section 25.26 below shall apply). Any Transfer without Landlord’s prior written consent shall be void. If Tenant shall assign this Lease or sublet or otherwise Transfer the Premises, or any portion thereof, any rights of Tenant to renew this Lease, to extend the Term or to lease additional space in the Project shall be extinguished thereby and will not be transferred to the Transferee, all such rights being personal to the Tenant named herein. In addition, Tenant shall not, without Landlord’s prior written consent, which Landlord may withhold in its sole discretion, mortgage, pledge or encumber this Lease, the term or estate hereby granted or any interest hereunder.

          17.2 Landlord’s Consent. Landlord will not unreasonably withhold, condition or delay its consent to any proposed Transfer. It shall be reasonable for Landlord to withhold its consent to any Transfer if (a) Tenant is in default under this Lease, (b) the proposed Transferee is a tenant in the Project or an affiliate of such a tenant or a party that Landlord has identified as a prospective tenant in the Project or in another project owned by Landlord in the vicinity of the Project, (c) the financial responsibility or nature of business of the proposed Transferee are not all reasonably satisfactory to Landlord, (d) in the reasonable judgment of Landlord the purpose for which the Transferee intends to use the Premises (or a portion thereof) is not in keeping with Landlord’s standards for the Building or are in violation of the terms of this Lease or any other leases in the Project, (e) the proposed Transferee is a government entity, (f) the proposed Transfer is between a Transferee of Tenant and a third party, or (g) the proposed effective rent under the sublease or other Transfer is less than ninety percent (90%) of the effective rent then being quoted by Landlord for comparable space in the Building for a comparable term, calculated using a present value analysis; or if no comparable space in the Building is available for lease for a comparable term at the time of the proposed Transfer, then it shall be reasonable for Landlord to withhold its consent to such Transfer if the effective rent charged to such proposed Transferee is less than the fair market rental value of the proposed Transfer Premises (as defined in Section 17.3 below) as of the date of the proposed Transfer, as determined by Landlord. The foregoing shall not exclude any other reasonable basis for Landlord to withhold its consent.

          17.3 Procedure. Tenant shall notify Landlord of any proposed Transfer at least thirty (30) days prior to its proposed effective date. The notice shall include the name and address of the proposed Transferee, its corporate affiliates in the case of a corporation and its partners in the case of a partnership, a description of the portion of the Premises that is subject to

34

the Transfer (the “Transfer Premises”), a calculation of the Transfer Premium (as defined in Section 17.6 below) payable in connection with the Transfer, an executed copy of the proposed Transfer agreement, and sufficient information to permit Landlord to determine the financial responsibility of the proposed Transferee (including, without limitation, the most recent financial statements for the proposed Transferee). As a condition to the effectiveness of any assignment of this Lease, the assignee shall execute and deliver to Landlord, at least fifteen (15) days prior to the effective date of the assignment, Landlord’s standard form of Consent to Assignment, providing for, among other things, an assumption of all of the obligations of Tenant under this Lease. As a condition to the effectiveness of any other Transfer, Transferee shall execute and deliver to Landlord, at least fifteen (15) days prior to the effective date of such Transfer, Landlord’s standard consent form, providing, among other things, (a) the Transferee’s obligation to indemnify Landlord and the other Landlord Parties consistent with Tenant’s indemnification obligations in Section 8.2 above, and (b) the Transferee’s agreement that any such Transfer shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any such Transfer, Landlord shall have the right to: (i) treat such Transfer as cancelled and repossess the Transfer Premises by any lawful means, or (ii) require that the Transferee attorn to and recognize Landlord as its landlord under any such Transfer. If Tenant shall default and fail to cure within the time permitted for cure under Section 12 above, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such default is cured.

          17.4 Change of Management or Ownership. Any transfer of the direct or indirect power to affect the management or policies of Tenant or direct or indirect change in more than 50% of the ownership interest in Tenant shall constitute an assignment of this Lease.

          17.5 Permitted Transfers. If Tenant is not then in default of this Lease, Tenant may assign this Lease or sublet any portion of the Premises (hereinafter collectively referred to as a “Permitted Transfer”) to (a) a parent or subsidiary of Tenant, or an entity under common control with Tenant, (b) any successor entity to Tenant by way of merger, consolidation or other non-bankruptcy corporate reorganization, or (iii) an entity which acquires all or substantially all of Tenant’s assets (collectively, “Permitted Transferees”, and, individually, a “Permitted Transferee”); provided that (1) at least ten (10) business days prior to the Transfer, Tenant notifies Landlord of such Transfer, and supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer or Permitted Transferee, including, but not limited to, copies of the sublease or instrument of assignment and copies of documents establishing to the reasonable satisfaction of Landlord that the transaction in question is one permitted under this Section 17.5, (2) at least ten (10) business days prior to the Transfer, Tenant furnishes Landlord with a written document executed by the proposed Permitted Transferee in which such entity assumes all of Tenant’s obligations under this Lease with respect to the Transfer Premises, (3) in the case of a Transfer pursuant to clause (b) above, the successor entity must have a tangible net worth at the time of the Transfer (i.e., not including intangible assets in the calculation, such as goodwill, patents, copyrights, and trademarks) computed in accordance with generally accepted accounting principles (“Net Worth”) that is at least equal to the greater of (i) the Net Worth of Tenant immediately prior to such Transfer, or (ii) the Net Worth on the date of this Lease of the original named Tenant, and (4) any such proposed Transfer is made for a good faith operating business purpose and not, whether in a single transaction or in a series of

35

transactions, be entered into as a subterfuge to evade the obligations and restrictions relating to Transfers set forth in this Section 17.

          17.6 Transfer Premium.

               (a) If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Landlord shall be entitled to receive, as Additional Rent hereunder, seventy-five percent (75%) of any Transfer Premium derived from such Transfer. As used herein, the term “Transfer Premium” means (i) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee on account of such assignment, and (ii) in the case of any other Transfer, all rent, additional rent or other consideration paid by the Transferee to the Transferor pursuant to such Transfer in excess of the base rent and additional rent payable by such Transferor during the term of the Transfer on a per rentable square foot basis. Payment of the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (1) in the case of an assignment, the Transferor shall pay the portion of the Transfer Premium due to Landlord within ten (10) days after the Transferor receives the consideration described in clause (i) above; and (2) in the case of any other Transfer, on the first day of each month during the term of the Transfer, the Transferee shall pay directly to Landlord seventy-five percent (75%) of the amount by which the rent, additional rent or other consideration due from the Transferee for such month exceeds the base rent and additional rent payable by the applicable Transferor for said month which is allocable to the Transfer Premises.

               (b) Upon Landlord’s request, Transferor shall provide Landlord with reasonable documentation of Transferor’s calculation of the Transfer Premium. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant, and any other Transferor, relating to a Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found to be understated, Tenant shall within ten (10) days after demand pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord’s costs of such audit.

          17.7 Recapture. In the case of a proposed assignment, sublease or other Transfer, Landlord may terminate this Lease as to the Transfer Premises by giving Tenant written notice (the “Recapture Notice”) within thirty (30) days after Landlord’s receipt of the proposed fully executed Transfer agreement submitted by Tenant for Landlord’s consent. Such termination shall be effective as of the termination date set forth in Landlord’s Recapture Notice, and all obligations of Landlord and Tenant under this Lease as to such terminated space shall expire as of such termination date, except those that expressly survive any termination of this Lease. In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same.

36

          17.8 Tenant Remedies. Notwithstanding anything to the contrary in this Lease, if Tenant claims that Landlord has unreasonably withheld or delayed its consent under this Section 17 or otherwise has breached or acted unreasonably under this Section 17, Tenant’s sole remedy shall be declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right provided under California Civil Code Section 1995.3 10 or other applicable laws to terminate this Lease. Tenant shall indemnify, defend and hold harmless Landlord from any and all Claims involving any third party or parties (including without limitation Tenant’s broker or proposed transferee) who claim they were damaged by Landlord’s withholding or conditioning of Landlord’s consent, unless it is determined by a court of competent jurisdiction that Landlord has withheld or conditioned its consent to Tenant’s proposed Transfer in bad faith.

     18. CONVEYANCE BY LANDLORD. If Landlord shall at any time transfer its interest in the Project or this Lease, Landlord shall be released from any obligations occurring after such transfer, except the obligation to return to Tenant any security deposit not delivered to its transferee, and Tenant shall look solely to Landlord’s successors for performance of such obligations. This Lease shall not be affected by any such transfer.

     19. ESTOPPEL CERTIFICATE. Each party shall, within ten (10) days after receiving a request from the other party, execute, acknowledge in recordable form, and deliver to the other party or its designee a certificate stating, subject to a specific statement of any applicable exceptions, that this Lease as amended to date is in full force and effect, that Tenant is paying Rent and other charges on a current basis, and that to the best of the knowledge of the certifying party, the other party has committed no uncured defaults and has no offsets or claims. The certifying party may also be required to state the date of commencement of payment of Rent, the Commencement Date, the Termination Date, the Base Rent, the current Operating Cost Share Rent and Tax Share Rent estimates, the status of any improvements required to be completed by Landlord, the amount of any security deposit, and such other matters as may be reasonably requested. If Tenant fails to deliver a statement within the ten (10) day period set forth above, and such failure continues for an additional ten (10) days after Landlord’s delivery of a second notice to Tenant, then Tenant’s failure shall constitute an acknowledgment by Tenant that the statements included in the estoppel certificate are true and correct, without exception.

     20. LEASE DEPOSIT.

          20.1 Prepaid Rent and Security Deposit. Tenant shall deposit with Landlord on the date Tenant executes and delivers this Lease the cash sums set forth in the Schedule for both Prepaid Rent and Security Deposit (collectively, the “Lease Deposit”). The Prepaid Rent shall be applied by Landlord against the first full monthly installment of Base Rent payable hereunder. The Security Deposit shall be held by Landlord as security for the faithful performance by Tenant of all its obligations under this Lease.

          20.2 Application of Security Deposit. Tenant agrees that, if Tenant fails to pay any Rent, or otherwise defaults with respect to any provision of this Lease, Landlord may (but shall not be obligated to), and without prejudice to any other remedy available to Landlord, use, apply or retain all or any portion of the Security Deposit for the payment of any Rent in default or for the payment of any other sum to which Landlord may become obligated by reason of

37

Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby, including, without limitation, prospective damages and damages recoverable pursuant to California Civil Code Section 1951.2. If Landlord uses or applies all or any portion of the Security Deposit as provided above, Tenant shall, within three (3) days after demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the full amount thereof, and Tenant’s failure to do so shall, at Landlord’s option, be an Event of Default under this Lease with no opportunity to cure. If Tenant performs all of Tenant’s obligations hereunder, the Security Deposit, or so much thereof as has not theretofore been applied by Landlord, shall be returned to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest hereunder) within thirty (30) days following the later to occur of (a) the expiration of the Term of this Lease or (b) Tenant’s vacation and surrender of the Premises in accordance with the requirements of this Lease. Tenant waives the provisions of California Civil Code Section 1950.7, or any similar or successor laws now or hereinafter in effect, that restrict Landlord’s use or application of the Deposit, or that provide specific time periods for return of the Deposit. Landlord shall not be deemed to hold the Security Deposit in trust nor be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to any interest on the Security Deposit. The Security Deposit shall not be construed as an advance payment of Rent nor liquidated damages, and if Landlord’s claims hereunder exceed the Security Deposit, Tenant shall remain liable for the balance of such claims.

          20.3 Transfer of Security Deposit. If Landlord transfers its interest in the Project or this Lease, Landlord may transfer the Security Deposit to its transferee. If Landlord so transfers the Security Deposit, Landlord shall have no further obligation to return the Security Deposit to Tenant, and Tenant’s right to the return of the Security Deposit shall apply solely against Landlord’s transferee, provided that Landlord gives Tenant written notice of such transfer.

     21. Intentionally Omitted.

     22. NOTICES. All notices, consents, approvals and similar communications to be given by one party to the other under this Lease, shall be given in writing, mailed or personally delivered as follows:

          22.1 Landlord. To Landlord as follows:

CarrAmerica Realty Operating Partnership, L.P.

1810 Gateway Drive, Suite 150

San Mateo, CA 94404

Attn: Market Officer

with a copy to:

CarrAmerica Realty Operating Partnership, L.P.

1850 K Street, N.W., Suite 500

Washington, D.C. 20006

Attn: Lease Administration

38

     or to such other person at such other address as Landlord may designate by notice to Tenant.

          22.2 Tenant. To Tenant as follows:

NextG Networks, Inc.

2216 O’Toole Avenue, Suite 110 San

Jose, California 95131

Attn: CFO

     or to such other person at such other address as Tenant may designate by notice to Landlord.

     Mailed notices shall be sent by United States certified or registered mail, or by a reputable national overnight courier service, postage prepaid. Mailed notices shall be deemed to have been given on the earlier of actual delivery or three (3) business days after posting in the United States mail in the case of registered or certified mail, and one (1) business day in the case of overnight courier.

     23. QUIET POSSESSION. So long as Tenant shall perform all of its obligations under this Lease, Tenant shall enjoy peaceful and quiet possession of the Premises against any party claiming through the Landlord, subject to all of the terms of this Lease.

     24. REAL ESTATE BROKERS. Tenant represents to Landlord that Tenant has not dealt with any real estate broker with respect to this Lease except for any broker(s) listed in the Schedule, and no other broker is in any way entitled to any broker’s fee or other payment in connection with this Lease. Tenant shall indemnify and defend Landlord against any Claims by any other broker or third party for any payment of any kind in connection with this Lease.

     25. MISCELLANEOUS.

          25.1 Successors and Assigns. Subject to the limits on Tenant’s assignment contained in Section 17, the provisions of this Lease shall be binding upon and inure to the benefit of all successors and assigns of Landlord and Tenant.

          25.2 Date Payments Are Due. Except for payments to be made by Tenant under this Lease which are due upon demand or are due in advance (such as Base Rent), and except as otherwise expressly provided in this Lease, Tenant shall pay to Landlord any amount for which Landlord renders a statement of account within ten (10) days after Tenant’s receipt of Landlord’s statement.

          25.3 Meaning of “Landlord”, “Re-Entry”, “including” and “Affiliate”. The term “Landlord” means only the owner of the Project and the lessor’s interest in this Lease from time to time. The words “re-entry” and “re-enter” are not restricted to their technical legal meaning. The words “including” and similar words shall mean “without limitation.” The word “affiliate” shall mean a person or entity controlling, controlled by or under common control with the applicable entity. “Control” shall mean the power directly or indirectly, by contract or otherwise, to direct the management and policies of the applicable entity.

39

          25.4 Time of the Essence. Time is of the essence of each provision of this Lease.

          25.5 No Option. The submission of this Lease to Tenant for review or execution does not create an option or constitute an offer to Tenant to lease the Premises on the terms and conditions contained herein or a reservation of the Premises in favor of Tenant, and this Lease shall not become effective unless and until it has been executed and delivered by both Landlord and Tenant.

          25.6 Severability. If any provision of this Lease is determined to be invalid, illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

          25.7 Governing Law. This Lease shall be governed in all respects by the laws of the state in which the Project is located, without regard to the principles of conflicts of laws.

          25.8 Lease Modification. Tenant agrees to modify this Lease in any way reasonably requested by a mortgagee which does not cause increased expense to Tenant or otherwise materially adversely affect Tenant’s interests under this Lease.

          25.9 No Oral Modification. No modification of this Lease shall be effective unless it is a written modification signed by both parties.

          25.10 Landlord’s Right to Cure. If Tenant fails to perform any obligations under this Lease, Landlord may cure any such failure on Tenant’s behalf and any expenses incurred shall constitute Additional Rent due from Tenant on demand by Landlord.

          25.11 Captions. The captions used in this Lease shall have no effect on the construction of this Lease.

          25.12 Authority. Landlord and Tenant each represents to the other that it has full power and authority to execute and perform this Lease.

          25.13 Landlord’s Enforcement of Remedies. Landlord may enforce any of its remedies under this Lease either in its own name or through an agent.

          25.14 Entire Agreement. This Lease, together with all Exhibits, constitutes the entire agreement between the parties. No representations or agreements of any kind have been made by either party which are not contained in this Lease.

          25.15 Landlord’s Title. Landlord’s title shall always be paramount to the interest of Tenant, and nothing in this Lease shall empower Tenant to do anything which might in any way impair Landlord’s title.

          25.16 Light and Air Rights. Landlord does not grant in this Lease any rights to light and air in connection with Project. Landlord reserves to itself, the Project, the Building below the improved floor of each floor of the Premises, the Building above the ceiling of each floor of the Premises, the exterior of the Premises and the areas on the same floor outside the

40

Premises, along with the areas within the Premises required for the installation and repair of utility lines and other items required to serve other tenants of the Building.

          25.17 Singular and Plural; Joint and Several Liability. Wherever appropriate in this Lease, a singular term shall be construed to mean the plural where necessary, and a plural term the singular. For example, if at any time two parties shall constitute Landlord or Tenant, then the relevant term shall refer to both parties together. If more than one individual or entity comprises Tenant, the obligations imposed on each individual or entity that comprises Tenant under this Lease shall be joint and several.

          25.18 No Recording by Tenant. Tenant shall not record in any public records any memorandum or any portion of this Lease.

          25.19 Exclusivity. Landlord does not grant to Tenant in this Lease any exclusive right except the right to occupy the Premises.

          25.20 No Construction Against Drafting Party. The rule of construction that ambiguities are resolved against the drafting party shall not apply to this Lease.

          25.21 Survival. The waivers of claims or rights, the releases and the obligations of Tenant under this Lease to indemnify, protect, defend and hold harmless Landlord and other Landlord Parties shall survive the expiration or earlier termination of this Lease, and so shall all other obligations or agreements of Landlord or Tenant hereunder which by their terms survive the expiration or earlier termination of this Lease.

          25.22 Rent Not Based on Income. No Rent or other payment in respect of the Premises shall be based in any way upon net income or profits from the Premises. Tenant may not enter into or permit any sublease or license or other agreement in connection with the Premises which provides for a rental or other payment based on net income or profit.

          25.23 Building Manager and Service Providers. Landlord may perform any of its obligations under this Lease through its employees or third parties hired by the Landlord.

          25.24 Late Charge and Interest on Late Payments. Without limiting the provisions of Section 12.1, if Tenant fails to pay any installment of Rent or other charge to be paid by Tenant pursuant to this Lease within five (5) business days after the same becomes due and payable, then Tenant shall pay a late charge equal to the greater of five percent (5%) of the amount of such payment or $250. In addition, interest shall be paid by Tenant to Landlord on any late payments of Rent from the date due until paid at the rate provided in Section 2.4(b). Such late charge and interest shall constitute Additional Rent due and payable by Tenant to Landlord upon the date of payment of the delinquent payment referenced above. Notwithstanding the provisions of this Section 25.24 to the contrary, no late charge shall be assessed the first time during any twelve (12) month period that Rent is not paid within five (5) business days after the date on which it is due and payable, so long as Tenant shall pay any such delinquent amount within three (3) days after notice of such delinquency from Landlord.

          25.25 Tenant’s Financial Statements. Within ten (10) days after Landlord’s written request therefor (which may be made only in connection with a default by Tenant or a

41

bona fide sale, financing or other similar transaction involving the Project), Tenant shall deliver to Landlord, certified by an officer of Tenant as being a true and correct copy in all material respects, the current audited annual and quarterly financial statements of Tenant, and annual audited financial statements of the two (2) years prior to the current year’s financial statements, each with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied. Tenant hereby authorizes Landlord to obtain one or more credit reports on Tenant at any time, and shall execute such further authorizations as Landlord may reasonably require in order to obtain a credit report.

          25.26 Attorneys’ Fees. In any arbitration, quasi-judicial or administrative proceedings or any action in any court of competent jurisdiction, brought by either party to enforce any covenant or any of such party’s rights or remedies under this Lease, including any action for declaratory relief, or any action to collect any payments required under this Lease or to quiet title against the other party, the prevailing party shall be entitled to reasonable attorneys’ fees and all costs, expenses and disbursements in connection with such action, including the costs of reasonable investigation, preparation and professional or expert consultation, which sums may be included in any judgment or decree entered in such action in favor of the prevailing party. In addition, Tenant shall pay reasonable attorneys’ fees and other costs Landlord incurs in enforcing this Lease in connection with Tenant’s monetary default where an action or proceeding is not brought.

          25.27 Other Improvements. If portions of the Project or property adjacent to the Project (collectively, the “Other Improvements”) are owned by an entity other than Landlord, Landlord, at its option, may enter into an agreement with the owner or owners of any of the Other Improvements to provide (a) for reciprocal rights of access, use and/or enjoyment of the Project and the Other Improvements, (b) for the common management, operation, maintenance, improvement and/or repair of all or any portion of the Project and all or any portion of the Other Improvements, (c) for the allocation of a portion of Operating Costs and Taxes to the Other Improvements and the allocation of a portion of the operating expenses and taxes for the Other Improvements to the Project, (d) for the use or improvement of the Other Improvements and/or the Project in connection with the improvement, construction, and/or excavation of the Other Improvements and/or the Project, and (e) for any other matter which Landlord deems appropriate or necessary. Nothing contained herein shall be deemed or construed to limit or otherwise affect Landlord’s right to sell all or any portion of the Project or any other of Landlord’s rights described in this Lease.

          25.28 Security. Landlord shall be the sole determinant of the type and amount of security services to be provided to the Project, if any, and Tenant hereby acknowledges and agrees that Landlord shall have no obligation to provide, and shall not in any manner be liable for, any security to the Project. In all events, Landlord shall not be liable to Tenant, and Tenant hereby waives any claim against Landlord, for (a) any unauthorized or criminal entry of third parties into the Premises, the Building or the Project, (b) any damage to persons, or (c) any loss of property in and about the Premises, the Building or the Project, by or from any unauthorized or criminal acts of third parties, regardless of any action, inaction, failure, breakdown, malfunction and/or insufficiency of the security services provided by Landlord.

42

     26. UNRELATED BUSINESS INCOME. If Landlord is advised by its counsel at any time that any part of the payments by Tenant to Landlord under this Lease may be characterized as unrelated business income under the United States Internal Revenue Code and its regulations, then Tenant shall enter into any amendment proposed by Landlord to avoid such income, so long as the amendment does not require Tenant to make more payments or accept fewer services from Landlord, than this Lease provides.

     27. BUILDING RENOVATIONS. It is specifically understood and agreed that Landlord has made no representation or warranty to Tenant and has no obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the Premises, Building, or any part thereof and that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant except as specifically set forth herein or in the Tenant Improvement Agreement. However, Tenant hereby acknowledges that Landlord may during the Lease Term renovate, improve, alter, or modify (collectively, the “Renovations”) the Project, the Building and/or the Premises including without limitation the parking structure, common areas, systems and equipment, roof, and structural portions of the same, which Renovations may include, without limitation, (a) installing sprinklers in the Building common areas and tenant spaces, (b) modifying the common areas and tenant spaces to comply with Governmental Requirements, including regulations relating to the physically disabled, seismic conditions, and building safety and security, and (c) installing new floor covering, lighting, and wall coverings in the Building common areas, and in connection with any Renovations, Landlord may, among other things, erect scaffolding or other necessary structures in the Building, limit or eliminate access to portions of the Project, including portions of the common areas, or perform work in the Building, which work may create noise, dust or leave debris in the Building. Tenant hereby agrees that such Renovations and Landlord’s actions in connection with such Renovations shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant’s personal property or improvements resulting from the Renovations or Landlord’s actions in connection with such Renovations, or for any inconvenience or annoyance occasioned by such Renovations or Landlord’s actions. Notwithstanding any provisions to the contrary contained herein, Landlord shall use commercially reasonable efforts in the performance of any Renovations to minimize interference with the conduct of Tenant’s business in the Premises and Tenant’s parking rights hereunder; and, with respect to any Renovations which require work to be performed in the Premises, Landlord shall provide Tenant with at least twenty-four (24) hours’ prior written notice.

     28. HAZARDOUS SUBSTANCES.

           28.1 Prohibition Against Hazardous Substances.

               (a) Except for de minimis quantities of general office supplies customarily used by office tenants in the ordinary course of their business, such as copier toner, liquid paper, glue, ink and cleaning solvents (which supplies Tenant agrees to use in compliance with all applicable Governmental Requirements), Tenant shall not cause or permit any Hazardous Substances to be brought upon, produced, stored, used, discharged or disposed of in

43

or near the Project without Landlord’s prior written consent, which Landlord may give or withhold in its sole discretion. Any handling, transportation, storage, treatment, disposal or use of any Hazardous Substances in or about the Project by Tenant, its agents, employees, contractors or invitees shall strictly comply with all applicable Governmental Requirements. Tenant shall be solely responsible for obtaining and complying with all permits necessary for the maintenance and operation of its business, including, without limitation, all permits governing the use, handling, storage, treatment, transport, discharge and disposal of Hazardous Substances. Tenant shall indemnify, defend and hold Landlord and the Landlord Parties harmless from and against any Claims (including, without limitation, diminution in value of the Premises or the Project, damages for the loss or restriction on use of leasable space or of any amenity of the Premises or the Project, damages arising from any adverse impact on marketing of space in the Project, Remedial Work, and sums paid in settlement of claims) which result from or arise out of the use, storage, treatment, transportation, release, or disposal of any Hazardous Substances on or about the Premises during the Term and on or about the Project outside of the Premises by Tenant or any Tenant Parties.

               (b) Landlord shall have the right, at any time, but not more than two (2) times in any calendar year (unless Landlord has reasonable cause to believe that Tenant has failed to fully comply with the provisions of this Section 28, or unless required by any lender or governmental agency), to inspect the Premises and conduct tests and investigations to determine whether Tenant is in compliance with the provisions of this Section 28. The costs of all such inspections, tests and investigations shall be borne solely by Tenant. The foregoing rights granted to Landlord shall not, however, create (i) a duty on Landlord’s part to inspect, test, investigate, monitor or otherwise observe the Premises or the activities of Tenant or any Tenant Party with respect to Hazardous Substances, including, but not limited to, Tenant’s operation, use or remediation thereof, or (ii) liability on the part of Landlord or any Landlord Party for Tenant’s use, storage, treatment, transportation, release, or disposal of any Hazardous Substances, it being understood that Tenant shall be solely responsible for all liability in connection therewith.

          28.2 Landlord Notification. Tenant shall promptly provide Landlord with complete copies of all documents, correspondence and other written materials directed to or from, or relating to, Tenant concerning environmental issues at the Premises or the Project, including, without limitation, documents relating to the release, potential release, investigation, compliance, cleanup and abatement of Hazardous Substances, and any claims, causes of action or other legal documents related to same. Within twenty-four (24) hours of any unauthorized release, spill or discharge of Hazardous Substances, in, on, or about the Premises or Project, Tenant shall provide written notice to Landlord fully describing the event. Tenant shall also provide Landlord with a copy of any document or correspondence submitted by or on behalf of Tenant to any regulatory agency as a result of or in connection with the unauthorized release, spill or discharge. Within twenty-four (24) hours of receipt by Tenant of any warning, notice of violation, permit suspension or similar disciplinary measure relating to Tenant’s actual or alleged failure to comply with any environmental law, rule, regulation, ordinance or permit, Tenant shall provide written notice to Landlord.

          28.3 Remedial Work. If any investigation or monitoring of site conditions or any clean-up, containment, restoration, removal or remediation of Hazardous Substances (collectively, “Remedial Work”) is required under any Governmental Requirements as a result of

44

any handling, transportation, storage, production, use, discharge, disposal or release of Hazardous Substances by Tenant, its agents, employees, contractors, or invitees, then Tenant shall perform or cause to be performed the Remedial Work in compliance with Governmental Requirements or, at Landlord’s option, Landlord may cause such Remedial Work to be performed and Tenant shall reimburse Landlord for the reasonable costs thereof within thirty (30) days after demand therefor. All Remedial Work performed by Tenant shall be performed by one or more contractors, selected by Tenant and approved in advance in writing by Landlord, and under the supervision of a consulting engineer selected by Tenant and approved in advance in writing by Landlord. All costs and expenses of such Remedial Work shall be paid by Tenant, including, without limitation, the charges of such contractor(s), the consulting engineer and Landlord’s reasonable attorneys’ and experts’ fees and costs incurred in connection with monitoring or review of such Remedial Work.

          28.4 Environmental Questionnaire. Prior to execution of this Lease, Tenant shall complete, execute and deliver to Landlord an Environmental Questionnaire and Disclosure Statement. The completed Environmental Questionnaire shall be deemed incorporated into this Lease for all purposes, and Landlord shall be entitled to rely fully on the information contained therein. Tenant shall immediately update and resubmit to Landlord the Environmental Questionnaire if changes occur in the nature, content, handling, storage, use, treatment, transport, discharge, or disposal of the Hazardous Substances described therein. Attached hereto as Exhibit E is a form of Environmental Questionnaire to be executed in accordance with the foregoing provision.

          28.5 Survival. Tenant’s obligations under this Section 28 shall survive the expiration or earlier termination of this Lease until all Claims within the scope of this Section 28 are fully, finally, and absolutely barred by the applicable statutes of limitations. If it is determined by Landlord that the condition of all or any portion of the Premises, the Building or the Project is not in compliance with the provisions of this Section 28, including, but not limited to all applicable Governmental Requirements relating to Hazardous Substances, at the expiration or earlier termination of this Lease, then Landlord, in its sole discretion, may require Tenant to hold over possession of the Premises until Tenant can surrender the Premises to Landlord in the condition required under Section 14 above and in full compliance with the provisions of this Section 28. The burden of proof under this Section 28.5 shall be upon Tenant. For purposes of Section 14, the term “normal wear and tear” shall not include any deterioration in the condition or diminution of the value of any portion of the Premises, the Building or the Project in any manner whatsoever related directly or indirectly to Hazardous Substances. Any such holdover by Tenant shall be with Landlord’s consent, will not be terminable by Tenant in any event or circumstance and will otherwise be subject to Section 15 above.

          28.6 Definition of “Hazardous Substances”. “Hazardous Substances” means any hazardous or toxic substances, materials or waste which are or become regulated by any local government authority, the state in which the Project is located or the United States government, including those substances described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any other applicable federal, state or local law, and the regulations adopted under these laws.

45

     29. EXCULPATION. Landlord shall have no personal liability under this Lease; its liability shall be limited solely and exclusively to an amount which is equal to the interest of Landlord in the Project. In no event shall Landlord’s liability extend to any other property or assets of Landlord, nor shall any officer, director, employee, agent, shareholder, partner, member or beneficiary of Landlord be personally liable for any of Landlord’s obligations hereunder. Further, in no event shall Landlord be liable under any circumstances for any consequential damages or for injury or damage to, or interference with, Tenant’s business, including but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill, or loss of use, however occurring.

     30. COMMUNICATIONS AND COMPUTER LINES. Tenant may install, maintain, replace, remove or use any communications or computer wires and cables (collectively, the “Lines”) at the Project in or serving the Premises, provided that (a) Tenant shall obtain Landlord’s prior written consent, use an experienced and qualified contractor approved in writing by Landlord, and comply with all of the other provisions of this Lease, (b) an acceptable number of spare Lines and space for additional Lines shall be maintained for existing and future occupants of the Project, as determined in Landlord’s reasonable opinion, (c) the Lines therefor (including riser cables) shall be appropriately insulated to prevent excessive electromagnetic fields or radiation, and shall be surrounded by a protective conduit reasonably acceptable to Landlord, (d) any new or existing Lines servicing the Premises shall comply with all Governmental Requirements, (e) as a condition to permitting the installation of new Lines, Landlord may require that Tenant remove existing Lines located in or serving the Premises and repair any damage in connection with such removal, and (f) Tenant shall pay all costs in connection with the foregoing. Landlord reserves the right to require that Tenant remove any Lines located in or serving the Premises which are installed in violation of these provisions, or which are at any time in violation of any Governmental Requirements or represent a dangerous or potentially dangerous condition. In addition, Landlord reserves the right to require that Tenant remove any or all Lines installed by or for Tenant within or serving the Premises upon expiration or sooner termination of this Lease, provided Landlord notifies Tenant prior to or within thirty (30) days following such expiration or sooner termination. Any Lines not required to be removed pursuant to this Section shall, at Landlord’s option, become the property of Landlord (without payment by Landlord). If Tenant fails to remove such Lines as required by Landlord, or violates any other provision of this Section, Landlord may, after ten (10) days’ written notice to Tenant, remove such Lines or remedy such other violation, at Tenant’s expense (without limiting Landlord’s other remedies available under this Lease or Governmental Requirements).

[SIGNATURES FOLLOW ON NEXT PAGE]

46

     IN WITNESS WHEREOF, the parties hereto have executed this Lease.

LANDLORD:

CarrAmerica Realty Operating Partnership, l.p.,
a Delaware limited partnership

By:	CarrAmerica Realty Corporation, a Maryland corporation, its general partner
	By:	/s/ Christopher Peatross
		Managing Director

Date of Execution: 6/23/05

TENANT:

NextG Networks, Inc.,
a Delaware corporation

By:	/s/ Raymond K. Ostby
Name:	R K Ostby
Title:	CFO/VP
	[chairman, president or vice-president]
By:	/s/ Ronald S. Kramer
Name:	Ronald S. Kramer
Title:	Assistant Secretary
	[secretary, assistant secretary,
	chief financial officer or assistant treasurer]

Date of Execution: 6-21-05

47

TABLE OF CONTENTS

		Page
1.	LEASE AGREEMENT		1
2.	RENT		1
3.	PREPARATION AND CONDITION OF PREMISES; TENANT’S POSSESSION; REPAIRS AND MAINTENANCE		8
4.	SERVICES AND UTILITIES		10
5.	ALTERATIONS AND REPAIRS		11
6.	USE OF PREMISES		13
7.	GOVERNMENTAL REQUIREMENTS AND BUILDING RULES		15
8.	WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE		15
9.	FIRE AND OTHER CASUALTY		18
10.	EMINENT DOMAIN		20
11.	RIGHTS RESERVED TO LANDLORD		20
12.	EVENTS OF DEFAULT		22
13.	LANDLORD REMEDIES		24
14.	SURRENDER		26
15.	HOLDOVER		26
16.	SUBORDINATION TO GROUND LEASES AND MORTGAGES		26
17.	ASSIGNMENT AND SUBLEASE		27
18.	CONVEYANCE BY LANDLORD		30
19.	ESTOPPEL CERTIFICATE		30
20.	LEASE DEPOSIT		30
21.	TENANT'S PERSONAL PROPERTY AND FIXTURES		31
22.	NOTICES		32
23.	QUIET POSSESSION		32
24.	REAL ESTATE BROKERS		33
25.	MISCELLANEOUS		33
26.	UNRELATED BUSINESS INCOME		36
27.	BUILDING RENOVATIONS		36
28.	HAZARDOUS SUBSTANCES		37
29.	EXCULPATION		39
30.	COMMUNICATIONS AND COMPUTER LINES		39

i

EX-10.11

Exhibit 10.11

Extension Amendment

FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of April 7, 2008 (for reference purposes only), by and between CARR NP PROPERTIES, L.L.C., a Delaware limited liability company (“Landlord”), and NEXTG NETWORKS INC., a Delaware corporation (“Tenant”).

RECITALS

A.

Landlord (as successor in interest to CarrAmerica Realty Operating Partnership, L.P.) and Tenant are parties to that certain lease dated June 20, 2005 (the “Lease”). Pursuant to the Lease, Landlord has leased to Tenant space currently containing approximately 13,549 rentable square feet (the “Premises”) described as Suite No. 110 of the building located at 2216 O’Toole Avenue, San Jose, California (the “Building”).

B.

The Lease will expire by its terms on June 30, 2008 (the “Prior Termination Date”), and the parties wish to extend the term of the Lease on the following terms and conditions.

     In consideration of the Recitals, which are incorporated by this reference into this Amendment, the mutual covenants and conditions contained in this Amendment, and for other valuable consideration, the receipt and sufficiency of which the parties acknowledge, Landlord and Tenant agree as follows:

1.	Extension. The term of the Lease is extended until June 30, 2010 (the “Extended Termination Date”). The portion of the term of the Lease beginning on the date immediately following the Prior Termination Date (“Extension Date”) and ending on the Extended Termination Date is referred to in this Amendment as the “Extended Term”.
2.	Base Rent. With respect to the Extended Term, the Base Rent will begin on July 1, 2008 and will be as follows:

Period of Extended Term	Annual Rate Per Square Foot	Monthly Base Rent
July 1, 2008 – June 30, 2009	$15.00 (NNN)	$	16,936.25
July 1, 2009 – June 30, 2010	$15.60 (NNN)	$	17,613.70

All such Base Rent will be payable by Tenant in accordance with the terms of the Lease.

3. No Additional Security Deposit. No additional security deposit is required in connection with this Amendment.

1

4.	Expenses and Taxes. With respect to the Extended Term, Tenant will pay Tenant’s Operating Cost Share Rent and Tax Share Rent in accordance with the terms of the Lease.
5.	Improvements to Premises.

5.01	Condition of Premises. Tenant is in possession of the Premises and accepts the Premises “as is” without any agreements, representations, understandings, or obligations on the part of Landlord to perform or pay for any alterations, repairs, or improvements, except as may be expressly provided otherwise in this Amendment.
5.02	Responsibility for Improvements to Premises. Any refurbishment or other improvements to the Premises will be made at Tenant’s sole cost and expense, and will be performed in accordance with the terms of the Lease.

6.

Building Signage. Notwithstanding anything to the contrary in the Lease, including Lease Section 6.2, for the Extended Term and any extensions of the Extended Term, Tenant may attach one sign identifying Tenant on the exterior of the Building (the “Sign”) essentially as depicted on Exhibit “A” attached to this Amendment. Tenant, at its sole expense, is responsible for obtaining all permits and zoning and regulatory approvals for the Sign, and will be solely responsible for all costs in connection with the Sign, including all costs of design, construction, installation, removal, supervision, and wiring. Tenant’s failure to obtain all necessary approvals for the Sign will not release Tenant from any of Tenant’s obligations under the Lease. Further, Tenant is responsible for maintaining the Sign in a first class manner throughout the Extended Term and any extensions of the Extended Term, and for all costs of repairing the Sign, including all cost of repairing or replacing any damaged portions of the Sign and the cost of replacing any light bulbs, florescent or neon tubes, or other illumination device. Tenant, upon the expiration date or sooner termination of the Lease, will remove the Sign and restore any damage to the Building and Property (including fading and/or discoloration) caused by the presence or removal of the Sign at Tenant’s expense. In addition, Landlord shall have the right to remove the Sign at Tenant’s sole cost and expense, if, at any time during the Term (and any extensions thereof), (a) Tenant is in default under the terms of the Lease after the expiration of any applicable cure periods; (b) Tenant (or a Permitted Transferee) fails to continuously occupy the Premises; or (c) except with regard to a Permitted Transfer, Tenant assigns the Lease or subleases or otherwise Transfers 50% or more of the Premises.

7.

Miscellaneous.

7.01 This Amendment and the attached exhibits, which are incorporated into and made a part of this Amendment, set forth the entire agreement between the parties with respect to the matters described in this Amendment. There have been no additional oral or written representations or agreements. Under no circumstances will Tenant be entitled to any free rent, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives

2

	that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment.
7.02	Except as modified or amended by this Amendment, the provisions, conditions, and terms of the Lease remain unchanged and in full force and effect.
7.03	In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment will govern and control.
7.04	Neither party is bound by this Amendment until this Amendment has been duly executed and delivered by both parties.
7.05	Capitalized terms used but not defined in this Amendment will have the same definitions as set forth in the Lease.
7.06	Tenant represents to Landlord that Tenant has dealt with no broker in connection with this Amendment except for Mark Kousnetz of Wayne Mascia Associates (“Tenant’s Broker”). Tenant agrees to indemnify and hold Landlord, and Landlord’s trustees, members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s), and agents, and the respective principals and members of any such agents harmless from all claims of any brokers claiming to have represented Tenant in connection with this Amendment, except for Tenant’s Broker. Landlord will pay Tenant’s Broker a commission pursuant to a separate agreement. Landlord represents to Tenant that Landlord has dealt with no broker in connection with this Amendment. Landlord agrees to indemnify and hold Tenant, and Tenant’s trustees, members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of any such agents harmless from all claims of any brokers claiming to have represented Landlord in connection with this Amendment.
7.07	Each signatory of this Amendment represents that such signatory has the authority to execute and deliver this Amendment on behalf of the party to this Amendment for which such signatory is acting.

          Intending to be legally bound, Landlord and Tenant have duly executed this Amendment as of the day and year first above written.

NEXTG NETWORKS, INC.,		CARR NP PROPERTIES, L.L.C.,
a Delaware corporation		a Delaware limited liability company
By:	/s/ Raymond K. Ostby	By:	/s/ Todd Hedrick
	Raymond K. Ostby		Todd Hedrick
	Chief Financial Officer		Senior Vice President

3

EX-10.12

Exhibit 10.12

NextG Networks, Inc.,
NextG Networks of California, Inc.,
NextG Networks of NY, Inc.,
NextG Networks of Illinois, Inc.,
and
NextG Networks Atlantic Inc.

LOAN AND SECURITY AGREEMENT

     This Loan and Security Agreement (this “Agreement”) is entered into as of January 10, 2008, by and among United Commercial Bank (the “Agent”), the financial institutions named on this Agreement’s signature pages (each, a “Lender” and collectively, the “Lenders”) 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”).

Recitals

     Borrowers wish to obtain credit from time to time from Lenders, and Lenders desire to extend credit to Borrowers. This Agreement states the terms on which Lenders will advance credit to Borrowers, and Borrowers will repay the amounts owing to Agent.

Agreement

     The parties agree as follows:

1. Definitions and Construction.

     1.1 Definitions. As used in this Agreement, the following terms have the following definitions:

     “Accounts” means all presently existing and hereafter arising accounts, contract rights, and all other forms of obligations owing to a Borrower arising out of the sale or lease of goods (including the licensing of software and other technology) or the rendering of services by such Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by a Borrower and Borrower’s Books relating to any of the foregoing.

     “Advance” or “Advances” means a cash advance or cash advances made, or Letters of Credit issued, under the Revolving Facility or the Term Facility.

     “Affiliate” means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Person’s senior executive officers, directors, and partners.

     “Agent Expenses” means all: (a) reasonable and documented costs or expenses (including reasonable attorneys’ fees and expenses for one firm acting as Agent’s counsel) incurred in connection with the preparation and negotiation of the Loan Documents; (b) reasonable and documented costs or expenses (including reasonable attorneys’ fees and expenses for one firm acting as Agent’s counsel) incurred in connection with administration and enforcement of the Loan Documents, except as otherwise provided in this Agreement; (c) reasonable and documented Collateral audit fees; and (d) Agent’s reasonable and documented attorneys’ fees and expenses incurred in amending, enforcing, or defending the Loan Documents (including fees and expenses of appeal) in connection with an Insolvency Proceeding, whether incurred before, during, or after the Insolvency Proceeding and whether or not suit is brought.

     “Borrower’s Books” means all of a Borrower’s books and records, including: ledgers, records concerning a Borrower’s assets or liabilities, the Collateral, business operations, or financial condition, in electronic or hard copy format.

     “Business Day” means any day that is not a Saturday, Sunday, or other day on which Lenders in the State of California are authorized or required to close.

     “Cash” means unrestricted cash and cash equivalents, and marketable securities.

     “Change in Control” means a transaction in which any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as

1

defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of a sufficient number of shares of all classes of stock then outstanding of a Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group” to elect a majority of the members of the Board of Directors of a Borrower, who did not have such power before such transaction; provided that “Change in Control” expressly excludes the Parent’s Initial Public Offering.

     “Closing Date” means the date of this Agreement.

     “Code” means the California Uniform Commercial Code, as amended from time to time.

     “Collateral” means the property described on Exhibit A attached hereto, except to the extent any such property (i) is nonassignable by its terms without the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including Sections 9-406 and 9-408 of the Code), or (ii) the granting of a security interest therein is contrary to applicable law, provided that upon the cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral.

     “Common Stock Dividend” means the $0.40 per share common stock dividend paid or payable on all issued and outstanding Parent common stock in an aggregate amount not to exceed $3,300,000 and as contemplated by the Equity Documents.

     “Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise (without duplication), of that Person with respect to (i) any indebtedness, lease, dividend, letter of credit, or other obligation of another, including any such obligation directly or indirectly guaranteed, endorsed, co-made, or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designed to protect a Person against fluctuation in interest rates, currency exchange rates, or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

     “Copyrights” means any and all copyright rights, copyright applications, copyright registrations in each work of authorship, and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired, or held.

     “Credit Commitment” means the aggregate maximum amount of Credit Extensions that a Lender is obliged to make under this Agreement, as set forth below such Lender’s signature hereto.

     “Credit Extension” means each Advance or any other extension of credit by Agent or Lenders for the benefit of a Borrower hereunder.

     “Current Liabilities” means, as of any applicable date, all amounts that should, in accordance with GAAP, be included as current liabilities on the consolidated balance sheet of Borrowers and each Borrower’s Subsidiaries, as of such date, plus, to the extent not already included therein, all outstanding Obligations under this Agreement, including all outstanding Indebtedness (including drawn standby letters of credit, if any) that is payable upon demand or within one year from the date of determination thereof.

     “Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.

2

     “Eligible Foreign Accounts” means Accounts with respect to which the account debtor does not have its principal place of business in the United States and that are (i) supported by one or more letters of credit in an amount and of a tenor, and issued by a financial institution, acceptable to Agent, or (ii) approved by Agent on a case-by-case basis. All Eligible Foreign Accounts must be calculated in U.S. Dollars.

     “Equipment” means all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts, and attachments in which a Borrower has any interest.

     “Equity Documents” means that certain Series C Preferred Stock Purchase Agreement and all related agreements entered into by Parent on December 20, 2007 in connection with Parent’s Series C Preferred Stock Financing.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

     “Event of Default” has the meaning assigned in Section 8.

     “GAAP” means generally accepted accounting principles as in effect from time to time in the United States.

     “Indebtedness” means, without duplication, (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures, or similar instruments, (c) all capital lease obligations, and (d) all Contingent Obligations.

     “Initial Public Offering” means Parent’s first firm commitment underwritten public offering of securities pursuant to an effective registration statement under the Securities Act of 1933, as amended, in which the gross proceeds to Borrower is greater than or equal to $70,000,000.

     “Insolvency Proceeding” means any proceeding commenced by or against any person or entity under any provision of the United States Bankruptcy Code, as amended, or under any other Bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

     “Intellectual Property” means all of a Borrower’s right, title, and interest in and to the following:

     (a) Copyrights, Trademarks, and Patents;

     (b) Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired, or held;

     (c) Any and all design rights which may be available to a Borrower now or hereafter existing, created, acquired, or held;

     (d) Any and all claims for damages by way of past, present, and future infringement of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for such use or infringement of the intellectual property rights identified above;

     (e) All licenses or other rights to use any of the Copyrights, Patents, or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights;

     (f) All amendments, renewals, and extensions of any of the Copyrights, Trademarks, or Patents; and

     (g) All proceeds and products of the foregoing, including all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

3

     “Inventory” means all present and future inventory in which a Borrower has any title or ownership interest.

     “Investment” means any beneficial ownership of (including stock, partnership interest, or other securities) any Person, or any loan, advance, or capital contribution to any Person.

     “IRC” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

     “Letter of Credit” means standby, sight, or usance (with or without title) letter of credit or similar undertaking issued by Agent at a Borrower’s request in accordance with Section 2.1.1.

     “Lien” means any mortgage, lien, deed of trust, charge, pledge, security interest, or other encumbrance.

     “Loan Documents” means, collectively, this Agreement, any note or notes executed by a Borrower, and any other agreement entered into between a Borrower and Agent in connection with this Agreement, all as amended or extended from time to time.

     “Majority Lenders” means, as of any date of determination, Lenders owed more than 50% of the then aggregate unpaid principal amount of the Advances, or, if no principal amount of the Revolving Notes is outstanding, then Lenders having more than 50% of the Credit Commitments.

     “Material Adverse Effect” means a material adverse effect on (i) the business operations or financial condition of the Borrowers and their Subsidiaries taken as a whole, (ii) the ability of Borrowers, taken as a whole, to repay the Obligations or otherwise perform their obligations under the Loan Documents, or (iii) Borrowers’ interest in, or the value, perfection, or priority of Agent’s security interest in the Collateral.

     “Maturity Date” means the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable.

     “Negotiable Collateral” means all of a Borrower’s present and future letters of credit of which such Borrower is a beneficiary, notes, drafts, instruments, securities, documents of title, and chattel paper, and Borrower’s Books relating to any of the foregoing.

     “Net Fixed Assets” means Equipment used in the Borrowers’ business, excluding any obsolete Equipment, as reflected on the books of a Borrower.

     “Network Assets” means all costs associated with designing, permitting, and building each network backbone for which ownership remains with Borrowers.

     “Obligations” means all debt, principal, interest, Agent Expenses, and other amounts owed to Lenders or Agent by a Borrower or Borrowers pursuant to this Agreement or any other Loan Document, whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest that accrues after the commencement of an Insolvency Proceeding, and including any debt, liability, or obligation owing from a Borrower to others that Agent may have obtained by assignment or otherwise.

     “Patents” means all patents and patent applications including improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

     “Parent” means NextG Networks, Inc., a Delaware corporation.

     “Permitted Indebtedness” means

     (a) Indebtedness existing on the Closing Date and disclosed in the Schedule;

     (b) Indebtedness of a Borrower in favor of Agent or the Lenders arising under this Agreement or any other Loan Document;

4

     (c) Indebtedness not to exceed $1,000,000 in the aggregate in any fiscal year of a Borrower secured by a lien described in clause (c) of the defined term “Permitted Liens,” provided such Indebtedness does not exceed the lesser of the cost or fair market value of the equipment financed with such Indebtedness;

     (d) Subordinated Debt;

     (e) Indebtedness to trade creditors incurred in the ordinary course of business;

     (f) Extensions, refinancings, and renewals of any of items (a) through (e), provided that the principal amount is not increased or the terms modified to impose more burdensome terms upon a Borrower or its Subsidiaries, as the case may be.

     “Permitted Investment” means:

     (a) Investments existing on the Closing Date disclosed in the Schedule;

     (b) (i) Marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one year from the date of acquisition thereof, (ii) commercial paper maturing no more than one year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, and (iii) Agent’s money market accounts;

     (c) Investments accepted in connection with Permitted Transfers;

     (d) Investments of a Borrower in or to other Subsidiaries or Borrower and Investments by Parent in Subsidiaries not to exceed $1,000,000 in the aggregate in any fiscal year;

     (e) Investments not to exceed $1,000,000 in the aggregate in any fiscal year consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers, or directors relating to the purchase of equity securities of a Borrower or its Subsidiaries pursuant to employee stock purchase plan agreements approved by a Borrower’s Board of Directors;

     (f) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of a Borrower’s business;

     (g) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business, provided that this subparagraph (g) shall not apply to Investments of a Borrower in any Subsidiary;

     (h) Joint ventures or strategic alliances in the ordinary course of a Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology, or the providing of technical support, provided that any cash Investments by a Borrower do not exceed $1,000,000 in the aggregate in any fiscal year; and

     (i) other Investments with Agent’s consent which shall not be unreasonably withheld, conditioned, or delayed.

     “Permitted Liens” means the following:

     (a) Any Liens existing on the Closing Date and disclosed in the Schedule or arising under this Agreement or the other Loan Documents;

     (b) Liens for taxes, fees, assessments, or other governmental charges or levies incurred in the ordinary course of business, either not delinquent or being contested in good faith by appropriate proceedings;

5

     (c) Liens not to exceed $1,000,000 in the aggregate (i) upon or in any Equipment acquired or held by Borrower or any of its Subsidiaries to secure the purchase price of such Equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such Equipment, or (ii) existing on such Equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such Equipment;

     (d) Liens incurred in connection with the extension, renewal, or refinancing of the indebtedness secured by Liens of the type described in clauses (a) through (c) above, provided that any extension, renewal, or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed, or refinanced does not increase;

     (e) Liens arising from judgments, decrees, or attachments in circumstances not constituting an Event of Default under Sections 8.4 or 8.8; and

     (f) Liens in favor of other financial institutions arising in connection with Borrowers’ deposit accounts held at such institutions to secure standard fees for deposit services charged by such institutions, provided that Agent has a perfected security interest in the amounts held in such deposit accounts;

     (g) Liens securing claims or demands or materialmen, mechanics, carriers, warehousemen, landlords, and other like persons or entities incurred in the ordinary course of business that are not yet due and payable or being contested in good faith;

     (h) Liens in favor of Agent for the benefit of Lenders securing the Obligations of Borrowers hereunder.

     “Permitted Transfer” means the conveyance, sale, lease, transfer, or disposition by any Borrower or any of its Subsidiaries of:

     (a) Inventory in the ordinary course of business;

     (b) licenses and similar arrangements for the use of the property (including Intellectual Property) of Borrower or its Subsidiaries in the ordinary course of business;

     (c) worn-out or obsolete Equipment;

     (d) other assets of Borrowers or its Subsidiaries that do not in the aggregate exceed $1,000,000 during any fiscal year; provided, however, that Parent shall be permitted to make transfers of network assets and their related deferred revenue in excess of the above limitation to any Subsidiary who becomes a Borrower under this Agreement pursuant to the Joinder Agreement attached hereto as Exhibit G;

     (e) cash balances on deposit at Silicon Valley Asset Management or Morgan Stanley that are subject to the account control agreements for the benefit of Agent dated as of the Closing Date, or to any other financial institution of Borrowers’ choosing so long as accounts are subject to an executed account control agreement in form and substance satisfactory to Agent; or

     (f) any of its assets or property to any Borrower.

     “Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity, or governmental agency.

     “Prime Rate” means, as of any particular measurement date, the variable rate of interest, per annum, as published in The Wall Street Journal on the measurement date.

6

     “Pro Rata Share” means each Lender’s pro rata share of the Obligations, as evidenced by the percentage set forth on the signature pages to this Agreement.

     “Qualified Accounts” means those Accounts that arise in the ordinary course of Borrowers’ business provided, that Agent may change the standards of eligibility by giving Borrowers 30 days prior written notice. Unless otherwise agreed to by Agent, Qualified Accounts shall not include the following:

     (a) Accounts that the account debtor has failed to pay in full within 90 days of invoice date;

     (b) Credit balances over 90 days;

     (c) Accounts with respect to an account debtor, 25% of whose Accounts the account debtor has failed to pay within 90 days of invoice date;

     (d) Accounts with respect to an account debtor, including Subsidiaries and Affiliates, whose total obligations to any Borrower exceed twenty five percent (25%) of all Accounts (the “Concentration Limit”), to the extent such obligations exceed the aforementioned percentage, except as approved in writing by Agent and except that the Concentration Limit shall not apply to Accounts to which the account debtor is AT&T, T-Mobile, Leap (Cricket), MetroPCS, Verizon, Sprint Nextel, Google, CableVision, Comcast, Time Warner, or any bidder in the FCC’s 2008 700-megahertz auction;

     (e) Accounts with respect to which the account debtor does not have its principal place of business in the United States, except for Eligible Foreign Accounts;

     (f) Accounts with respect to which the account debtor is the United States or any department, agency, or instrumentality of the United States;

     (g) Accounts with respect to which a Borrower is liable to the account debtor for goods sold or services rendered by the account debtor to a Borrower, but only to the extent of any amounts owing to the account debtor against amounts owed to such Borrower;

     (h) Accounts with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and hold, demo or promotional, credit memo, or other terms by reason of which the payment by the account debtor may be conditional;

     (i) Accounts with respect to which the account debtor is an officer, employee, agent, or Affiliate of a Borrower;

     (j) Accounts that have not yet been billed to the account debtor or that relate to deposits (such as good faith deposits) or other property of the account debtor held by a Borrower for the performance of services or delivery of goods which Borrower has not yet performed or delivered;

     (k) Accounts with respect to which the account debtor disputes liability or makes any claim with respect thereto as to which Agent believes, in its sole discretion, that there may be a basis for dispute (but only to the extent of the amount subject to such dispute or claim), or is subject to any Insolvency Proceeding, or becomes insolvent, or goes out of business;

     (l) Retentions and hold-backs; and

     (m) Accounts the collection of which Agent reasonably determines to be doubtful.

     “Qualified Invoices” means invoices for the purchase of Network Assets, supported by executed agreements acceptable to Agent, dated between April 1, 2007 and December 31, 2008.

7

     “Responsible Officer” means each of the Chief Executive Officer, the Chief Financial Officer, Vice President, Finance, Vice President, Treasurer, and General Counsel of a Borrower.

     “Revolving Advance” means a cash advance or cash advances under the Revolving Facility.

     “Revolving Facility” means the facility under which Borrowers may request Agent to issue Credit Extensions, as specified in Section 2.1.1.

     “Revolving Facility Maturity Date” means second anniversary of the Closing Date.

     “Revolving Line” means Credit Extensions of up to five million dollars ($5,000,000).

     “Revolving Note” means the promissory note attached hereto as Exhibit D-1.

     “Schedule” means the Schedule of Exceptions attached hereto.

     “Series C Preferred Stock Financing” means Parent’s equity financing that was consummated prior to the Closing Date, in which Parent has sold and issued its Series C Preferred Stock for minimum proceeds of $30,000,000.

     “Shares” means the shares of capital stock issued by any Subsidiaries.

     “Subordinated Debt” means any debt incurred by a Borrower that is subordinated to the debt owing by such Borrower to Agent on terms reasonably acceptable to Agent (and identified in writing as being such by such Borrower and Agent).

     “Subsidiary” means any corporation, partnership, or limited liability company or joint venture in which (i) any general partnership interest or (ii) more than 50% of the stock, limited liability company interest, or joint venture interest of which by the terms thereof ordinary voting power to elect the Board of Directors, managers, or trustees of the entity, at the time as of which any determination is being made, is owned by a Borrower, either directly or through an Affiliate.

     “Tangible Net Worth” means, as of any particular determination date, the sum of the capital stock, partnership interest, or limited liability company interest of Borrowers and its Subsidiaries minus intangible assets, determined in accordance with GAAP.

     “Term Advance” means a cash advance or cash advances under the Term Facility.

     “Term Facility Maturity Date” means December 31, 2012.

     “Term Facility” means a Credit Extension of up to fifty-five million dollars ($55,000,000).

     “Term Note” means the promissory note attached hereto as Exhibit D-2.

     “Total Liabilities” means, as of any particular determination date, all obligations that should, in accordance with GAAP, be classified as liabilities on the consolidated balance sheet of Borrowers, including in any event all Indebtedness.

     “Trademarks” means any trademark rights, whether registered or not, applications to register, and registrations of the same, and the entire goodwill of the business of a Borrower connected with and symbolized by such trademarks.

     1.2 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP and all calculations made hereunder shall be made in accordance with GAAP. When used herein, the terms “financial statements” shall include the notes and schedules thereto.

8

2. Loan And Terms Of Payment.

     2.1 Credit Extensions.

     Borrowers promise to pay to the order of Lenders, in lawful money of the United States, the aggregate unpaid principal amount of all Credit Extensions made by Lenders to Borrowers hereunder in accordance with the terms hereof. The Borrowers shall also pay interest on the unpaid principal amount of such Credit Extensions at rates and times in accordance with the terms hereof.

          2.1.1 Advances under the Revolving Facility.

               (a) Advance Amounts. Subject to and upon the terms and conditions of this Agreement, Borrowers may request Revolving Advances in an aggregate outstanding amount not to exceed the Revolving Line minus the aggregate face amount of outstanding Letters of Credit, including any drawn but unreimbursed Letters of Credit, and each Lender shall make Revolving Advances up to its Pro Rata Share of the requested Advance, provided no Lender shall at any time be required to make Revolving Advances in excess of its Credit Commitment. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1.1 may be repaid and reborrowed at any time prior to the Revolving Facility Maturity Date, at which time all Revolving Advances under this Section 2.1.1 shall be immediately due and payable.

               (b) Borrowing Procedure. Whenever Borrowers desire a Revolving Advance, Borrowers will notify Agent by facsimile transmission of an advance request in substantially the form of Exhibit B hereto no later than noon Pacific Time on the Business Day that is one (1) Business Day prior to the Business Day on which a Revolving Advance is made. Agent is authorized to make Advances under this Agreement based upon instructions received from a Responsible Officer or a designee of a Responsible Officer. Agent will credit the amount of Revolving Advances made under this Section 2.1.1 to a Borrower’s deposit account, as specified on the advance request by Borrowers.

               (c) Payments. Borrowers shall pay interest on the aggregate outstanding principal amount of the Revolving Advances on the first day of each month for so long as any Revolving Advances are outstanding. All Revolving Advances shall be due and payable on the Revolving Advance Maturity Date.

               (d) Letter of Credit. Subject to the availability under the Revolving Line at any time and from time to time from the date hereof through the Business Day that is one month prior to the Maturity Date, Agent shall issue for the account of Borrowers such Letters of Credit as Borrowers may request by delivering to Agent a duly executed letter of credit application on Agent’s standard form, a copy of which is attached; hereto provided, however, that (i) the expiration date of each Letter of Credit shall be no later than the date that is one month prior to the Revolving Maturity Date, (ii) the outstanding and undrawn amounts under all Letters of Credit shall not at any time exceed the Revolving Line, and (iii) the outstanding and undrawn amounts under all Letters of Credit shall be deemed to constitute Revolving Advances for the purpose of calculating availability under the Revolving Line. All Letters of Credit shall be in form and substance acceptable to Agent in its sole discretion and shall be subject to the terms and conditions of Agent’s form application and letter of credit agreement. In addition to the fees set forth herein, Borrowers shall pay, in connection with the issuance of Letters of Credit hereunder, Agent’s standard international fees. Agent shall distribute, in accordance with Section 2.5, fees received by Agent in connection with the issuance of Letters of Credit hereunder to Lenders pro rata based upon their respective shares, if any, of the Obligations. Upon termination of this Agreement in accordance with the terms hereof, Borrower may prepay its obligations with respect to the Letters of Credit or cash secure to Agent’s satisfaction its obligations with respect to any Letters of Credit on terms satisfactory to Agent. All other Letters of Credit shall be subject to the terms and conditions, including pricing, in effect as of the date of such issuance. If Agent or a Lender shall honor any draw request under, and make payment in respect of, a Letter of Credit, (A) Borrowers shall be deemed to have immediately requested that Lenders make a Revolving Advance, in a principal amount equal to the amount of such draw request and (B) the proceeds of such Revolving Advance shall be used to reimburse Agent or such Lender, as applicable, for the amount of such payment by the end of the day on which Agent or such Lender shall make such payment. Agent shall promptly notify Lenders of any such deemed request and each Lender shall make available to Agent not later than noon (California time) on the Business Day following such notification from Agent such Lender’s Pro Rata Share of such Revolving Advance. Each Lender absolutely and unconditionally

9

agrees to fund such Lender’s Pro Rata Share of the Revolving Advance described in the immediately preceding sentence, unaffected by any circumstance whatsoever.

               (e) Lenders Disbursement. Unless Agent shall have received notice from a Lender prior to the date of any Revolving Advance that such Lender will not make available to Agent such Lender’s Pro Rata Share of such Revolving Advance, Agent may assume that such Lender has made such portion available to Agent on the date of such Revolving Advance in accordance with this Section 2.1.1 and Agent may, in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to Agent, such Lender and Borrowers severally agree to repay to Agent forthwith on demand such ratable portion together with interest thereon, for each day from the date such ratable portion is made available to Borrowers until the date such ratable portion is repaid to Agent, at (i) in the case of Borrowers, the interest rate applicable at the time to such Revolving Advance and (ii) in the case of such Lender, the Federal Funds Rate, as such rate is quoted in The Wall Street Journal on such date; provided that no Borrowers will be required to repay any such ratable portion or corresponding interest under this Section 2.1.1(e), unless the Agent requests in writing the return of such ratable portion of such Revolving Advance no later than one Business Day after such ratable portion of such Revolving Advance is made. If such Lender shall repay to Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Pro Rata Share of such Revolving Advance for purposes of this Agreement. The failure of any Lender to make available its Pro Rata Share of any Revolving Advance shall not relieve any other Lender of its obligation, if any, hereunder, to make available its Pro Rata Share of such Revolving Advance on the date of such Revolving Advance, but no Lender shall be responsible for the failure of any other Lender to make available its Pro Rata Share of any Advance on the date of any Advance.

               (f) Revolving Notes. The Revolving Advances made by Lenders pursuant this Section 2.1.1 shall be evidenced by the Revolving Notes in substantially the form of Exhibit D-1 attached hereto, payable to the order of each Lender and representing the obligation of Borrowers to pay the aggregate unpaid principal amount of all Advances made by that Lender, with interest thereon as prescribed in Section 2.2. Each Lender is hereby authorized to record in its books and records and on any schedule annexed to its Revolving Note, the date and amount of each Advance made by that Lender, and the date and amount of each payment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided that failure by any Lender to effect such recordation shall not affect Borrowers’ obligations hereunder. Prior to the transfer of a Revolving Note, the transferring Lender shall record such information on any schedule annexed to and forming a part of such Revolving Note.

          2.1.2 Advances under the Term Facility.

               (a) Term Advance Amounts. Subject to and upon the terms and conditions of this Agreement, Borrowers may request Term Advances at any time from the Closing Date through December 31, 2008. The aggregate outstanding amount shall not at any time exceed the Term Facility. Each Term Advance shall be in an amount not less than $5,000,000, and not more than eighty five percent (85%) of the Qualified Invoices delivered to Agent in connection with the request for such Term Advance. Each Lender shall make Term Advances up to its Pro Rata Share of the requested Term Advance, provided no Lender shall at any time be required to make Term Advances in excess of its Credit Commitment.

               (b) Borrowing Procedure. Whenever Borrowers desire a Term Advance, Borrowers will notify Agent by facsimile transmission of an advance request in substantially the form of Exhibit B hereto no later than noon Pacific Time on the Business Day that is three (3) Business Days prior to the Business Day on which a Term Advance is made, and include documentation of all Qualified Invoices. Agent is authorized to make Term Advances under this Agreement based upon instructions received from a Responsible Officer or a designee of a Responsible Officer. Agent will credit the amount of Term Advances made under this Section 2.1.2 to a Borrower’s deposit account, as specified by Borrowers in the advance request.

               (c) Payments. Borrower shall pay interest on the aggregate outstanding principal amount of the Term Advances on the first day of each month for so long as any Term Advances are outstanding. Beginning January 1, 2009 and continuing on the first day of each month thereafter, Borrower shall repay any outstanding Term Advance in 48 equal monthly installments of principal, plus accrued interest. The entire principal

10

balance and all accrued but unpaid interest on such Term Advance shall be due and payable on the Term Facility Maturity Date.

               (d) Lenders Disbursement. Unless Agent shall have received notice from a Lender prior to the date of any Term Advance that such Lender will not make available to Agent such Lender’s Pro Rata Share of such Term Advance, Agent may assume that such Lender has made such portion available to Agent on the date of such Term Advance in accordance with this Section 2.1.2 and Agent may, in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to Agent, such Lender and Borrowers severally agree to repay to Agent forthwith on demand such ratable portion together with interest thereon, for each day from the date such ratable portion is made available to Borrowers until the date such ratable portion is repaid to Agent, at (i) in the case of Borrowers, the interest rate applicable at the time to such Term Advance and (ii) in the case of such Lender, the Federal Funds Rate, as such rate is quoted in The Wall Street Journal on such date; provided that no Borrowers will be required to repay any such ratable portion or corresponding interest under this Section 2.1.2(d), unless the Agent requests in writing the return of such ratable portion of such Revolving Advance no later than one Business Day after such ratable portion of such Revolving Advance is made. If such Lender shall repay to Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Pro Rata Share of such Term Advance for purposes of this Agreement. The failure of any Lender to make available its Pro Rata Share of any Term Advance shall not relieve any other Lender of its obligation, if any, hereunder, to make available its Pro Rata Share of such Term Advance on the date of such Advance, but no Lender shall be responsible for the failure of any other Lender to make available its Pro Rata Share of any Term Advance on the date of any Advance.

               (e) Term Notes. The Term Advances made by Lenders pursuant hereto shall be evidenced by the Term Notes in substantially the form of Exhibit D-2 attached hereto, payable to the order of each Lender and representing the obligation of Borrowers to pay the aggregate unpaid principal amount of all Term Advances made by that Lender, with interest thereon as prescribed in Section 2.2. Each Lender is hereby authorized to record in its books and records and on any schedule annexed to its Term Note, the date and amount of each Term Advance made by that Lender, and the date and amount of each payment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided that failure by any Lender to effect such recordation shall not affect Borrowers’ obligations hereunder. Prior to the transfer of a Term Note, the transferring Lender shall record such information on any schedule annexed to and forming a part of such Term Note.

     2.2 Interest Rates, Payments, and Calculations.

          (a) Interest Rates. Except as set forth in Section 2.2(b), (i) the outstanding principal balance of each Revolving Advance shall bear interest (computed daily on the basis of a 360-day year and actual days elapsed), at a floating rate per annum equal to the Prime Rate minus 0.25%; and (ii) the outstanding principal balance of each Term Advance shall bear interest (computed daily on the basis of a 360-day year and actual days elapsed), at a floating rate per annum equal to the Prime Rate plus 0.50%, provided, however, that upon the consummation of the Initial Public Offering, the applicable interest rate on Term Advances shall be reduced by fifty basis points.

          (b) Late Fee/Default Rate. All Obligations shall bear interest, from and during the continuance of one or more Events of Default, at a rate equal to two (2) percentage points above the interest rate applicable immediately prior to the occurrence of the one or more continuing Events of Default.

          (c) Payments. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder. All payments shall be made free and clear of, and without deduction or withholding for, any present or future taxes or other charges imposed by any jurisdiction. Payments will be made via auto debit from the Borrowers’ account at Agent. Agent, in the ordinary course of Agent’s business, will deliver monthly statements to Parent evidencing such debits.

          (d) Computation. The applicable rate of interest hereunder shall be increased or decreased effective as of the day the Prime Rate is changed as provided in the definition thereof, by an amount equal to such change in the Prime Rate.

11

     2.3 [Intentionally Omitted].

     2.4 Crediting Payments. Prior to the occurrence of an Event of Default, Agent shall credit a wire transfer of funds, check, or other item of payment to such deposit account or Obligation as Borrowers specify. Upon and during the continuance of an Event of Default, the receipt by Agent of any wire transfer of funds, check, or other item of payment shall be immediately applied to conditionally reduce Obligations, but shall not be considered a payment on account unless such payment is of immediately available federal funds or unless and until such check or other item of payment is honored when presented for payment. Notwithstanding anything to the contrary contained herein, any wire transfer or other payment received by Agent after 3:00 pm Pacific time shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day. Any wire transfer or other payment received by Agent before 3:00 pm Pacific time shall be deemed to have been received by Agent as of the opening of business on such Business Day. Whenever any payment to Agent or Lenders under the Loan Documents would otherwise be due (except by reason of acceleration) on a date that is not a Business Day, such payment shall instead be due on the next Business Day, and additional fees or interest, as the case may be, shall accrue and be payable for the period of such extension.

     2.5 Payments Pro Rata. Except as provided in Section 2.4, after its receipt of each payment from or on behalf of Borrowers in respect of any Obligations of the Borrowers hereunder, Agent shall distribute such payment to Lenders pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

     2.6 Sharing of Payments. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it in excess of its Pro Rata Share of payments on account of the Advances obtained by all the Lenders, then such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s Pro Rata Share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.6 or any other provision of this Agreement may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right to set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation.

     2.7 Fees. Borrowers shall pay to Agent the following:

               (a) Commitment Fee. On the Closing Date, a fee of $390,000, of which $20,000 has already been paid by Borrower;

               (b) Standby Letters of Credit Fee. On the date a standby Letter of Credit is issued and annually thereafter for so long as such Letter of Credit is outstanding, one percent (1%) per annum of such Letters of Credit; and

               (c) Agent Expenses. On the Closing Date, all Agent Expenses incurred through the Closing Date, and, after the Closing Date, all other Agent Expenses, except as provided in Section 14.3 and Section 14.14.

     2.8 Increased Costs. If any law imposes any reserve or charge against the assets of a Lender or subjects any Lender to any tax or charge, and the result is to increase the cost to a Lender of making any Credit Extension, Borrowers will pay to such Lender upon such Lender’s request such amount as will compensate such Lender for such additional costs.

12

     2.9 Term. This Agreement shall become effective on the Closing Date and, subject to Section 14.13, shall continue in full force and effect for so long as any Obligations remain outstanding or Agent has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, (a) Agent shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately upon the occurrence and during the continuance of an Event of Default and (b) Parent shall have the right to terminate all Agent and Lender obligations to make Credit Extensions under this Agreement at any time by delivering to Agent a termination notice that is signed by a Responsible Officer, which termination notice may be conditional or unconditional and which termination may be effective immediately upon delivery or upon some fixed or contingent future date or event, as specified in the termination notice. Notwithstanding termination of the Lenders’ obligations to make Credit Extensions, Agent’s Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding.

3. Conditions Of Loans.

     3.1 Conditions Precedent to Initial Credit Extension. The obligation of Agent to make the initial Credit Extension is subject to the condition precedent that Agent shall have received, in form and substance reasonably satisfactory to Agent, the following:

               (a) this Agreement;

               (b) a legal opinion from the Borrowers’ counsel;

               (c) a certificate of the Secretary of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement in the form of Exhibit F attached hereto;

               (d) financing statements (Form UCC-1);

               (e) intellectual property security agreements;

               (f) an audit of the Collateral conducted by an auditor satisfactory to Agent, the results of which shall be reasonably satisfactory to Agent;

               (g) a Warrant in the name of each Lender;

               (h) evidence of the completion of Series C Preferred Stock Financing;

               (i) an assignment separate from certificate covering the capital stock of each Borrower other than NextG Networks, Inc. and each Subsidiary, together with the certificate evidencing the Shares;

               (j) good standing certificates of each Borrower;

               (k) a Compliance Certificate in the form of Exhibit C attached hereto, or other mutually agreeable form of such certificate; and

               (l) such other documents, and completion of such other matters, as Agent may reasonably deem necessary or appropriate.

     3.2 Conditions Precedent to all Credit Extensions. The obligation of Agent to make each Credit Extension, including the initial Credit Extension, is further subject to the following conditions:

               (a) timely receipt by Agent of an advance request as provided in Section 2.1;

               (b) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of such advance request and on the effective date of each Credit Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that those representations

13

and warranties expressly referring to another date shall be true, correct, and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrowers on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2(b); and

               (c) timely receipt by Agent of company prepared unaudited consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.3 and the delivery of such other documentation specified in Section 6.3 for the most recently ended month.

4. Creation of security interest.

     4.1 Grant of Security Interest. Borrowers grant and pledge to Agent a continuing security interest in all presently existing and hereafter acquired or arising Collateral in order to secure prompt payment of any and all Obligations and in order to secure prompt performance by each Borrower of such Borrower’s covenants and duties under the Loan Documents. Except for Permitted Liens, such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in Collateral acquired after the Closing Date. Each Borrower also hereby agrees not to sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property except for Permitted Transfers.

     4.2 Pledge of Shares. Borrowers pledge, assign, and grant to Agent a security interest in all the Shares held or owned of record by Borrowers, together with all proceeds and substitutions thereof, all cash, stock, and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and non-cash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date, the certificate or certificates for the Shares will be delivered to Agent, accompanied by an instrument of assignment duly executed in blank by each Borrower. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer Agent to reflect the pledge of the Shares. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the relevant Shares and to give consents, waivers, and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver, or ratification given or action taken which would constitute or create any violation of any of the terms of this Agreement. All such rights to vote and give consents, waivers, and ratifications shall be suspended upon the occurrence and continuance of an Event of Default.

     4.3 Delivery of Additional Documentation Required. Borrowers shall from time to time execute and deliver to Agent, at the request of Agent, all Negotiable Collateral, all financing statements, and other documents that Agent may reasonably request, in form satisfactory to Agent, to perfect and continue perfected Agent’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents.

     4.4 Right to Inspect. Agent (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during Borrower’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, and appraise the Collateral in order to verify Borrowers’ financial condition or the amount, condition of, or any other matter relating to, the Collateral.

5. Representations And Warranties.

     Except as described in the Schedule, each Borrower represents and warrants as follows:

     5.1 Due Organization and Qualification. Each Borrower and each Subsidiary is a corporation or other legal entity duly existing under the laws of its jurisdiction of organization and qualified and licensed to do business in any jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified except where the failure to be so qualified would not reasonably likely to have a Material Adverse Effect.

     5.2 Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within each Borrower’s powers, have been duly authorized, and are not in conflict with, and do not

14

constitute a breach of, any provision contained in each Borrower’s Certificate or Articles of Incorporation or Bylaws, each as amended to date, nor will they constitute an event of default under any material agreement to which each Borrower is a party or by which each Borrower is bound. Each Borrower is not in default under any agreement to which it is a party or by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.

     5.3 No Prior Encumbrances. Borrowers have good and marketable title to the Collateral, free and clear of Liens, except for Permitted Liens as determined to exist from time to time.

     5.4 Shares. Borrowers have full power and authority to create a first lien on the Shares and no disability or contractual obligation exists that would prohibit the Borrowers from pledging the Shares pursuant to this Agreement. There are no subscriptions, warrants, rights of first refusal, or other restrictions on transfer relative to, or options exercisable with respect to the Shares. The Shares have been and will be duly authorized and validly issued, and are fully paid and non-assessable. The Shares are not the subject of any present or threatened suit, action, arbitration, administrative, or other proceeding, and the Borrowers know of no reasonable grounds for the institution of any such proceedings.

     5.5 Intellectual Property. Borrowers are the sole owners of the Intellectual Property, except for non-exclusive licenses granted by Borrowers to its customers or other third parties in the ordinary course of business. To the best of each Borrower’s knowledge, each of the Patents is presumed valid and enforceable. No part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and except as disclosed in the Schedule, no claim has been made that any part of the Intellectual Property violates the rights of any third party. Borrowers’ rights as licensees of any individual licensor of Intellectual Property do not give rise to more than five percent (5%) of its gross revenue in any given quarter, including revenue derived from the sale, licensing, rendering, or disposition of any product or service. Each Borrower is not a party to, or bound by, any agreement that restricts the grant by Borrowers of a security interest in Borrowers’ rights under such agreement other than agreements entered into by each Borrower with licensors, vendors, and business partners in the ordinary course of Borrowers’ business.

     5.6 Name; Location of Chief Executive Office. As of the Closing Date, Borrowers have not done business under any name other than those specified on this Agreement’s signature page. As of the Closing Date, each Borrower’s chief executive office is located at the address indicated in Section 10.

     5.7 Litigation. There are no actions or proceedings pending by or against Borrowers or any Subsidiary before any court or administrative agency in which an adverse decision would reasonably be expected to have a Material Adverse Effect.

     5.8 No Material Adverse Change in Financial Statements. All consolidated financial statements other than projections related to Borrowers and any Subsidiary that are delivered by Borrowers to Agent fairly present in all material respects Borrowers’ consolidated financial condition as of the date thereof and Borrowers’ consolidated results of operations for the period then ended. There has not been a material adverse change in the consolidated financial condition of Borrowers since the date of the most recent of such financial statements submitted to Agent.

     5.9 Solvency, Payment of Debts. Borrowers, taken as a whole, are solvent and able to pay their debts (including trade debts) as they mature; the fair saleable value of Borrowers’ assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; and Borrowers, taken as a whole, are not left with unreasonably small capital after the transactions contemplated by this Agreement

     5.10 Compliance with Laws and Regulations. Each Borrower and each Subsidiary have met the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. No event has occurred resulting from any Borrower’s failure to comply with ERISA that is reasonably likely to result in any Borrower’s incurring any liability that could have a Material Adverse Effect. No Borrower is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940. No Borrower is engaged principally, or as one of the important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T and U of the

15

Board of Governors of the Federal Reserve System). Each Borrower has complied in all material respects with all the provisions of the Federal Fair Labor Standards Act except where the failure to comply is not reasonably likely to have a Material Adverse Effect. Each Borrower is in compliance with all environmental laws, regulations, and ordinances except where the failure to comply is not reasonably likely to have a Material Adverse Effect. No Borrower has violated any statutes, laws, ordinances, or rules applicable to it, the violation of which would reasonably be expected to have a Material Adverse Effect.

     5.11 Taxes. Each Borrower and each Subsidiary has filed or caused to be filed all tax returns required to be filed, and has paid, or has made adequate provision for the payment of, all taxes reflected therein except those being contested in good faith with adequate reserves under GAAP or where the failure to file such returns or pay such taxes would not reasonably be expected to have a Material Adverse Effect.

     5.12 Subsidiaries. Borrower does not own any stock, partnership interest, or other equity securities of any Person, except for Permitted Investments and except for the Parent’s exclusive ownership interests in the Parent’s Subsidiaries who are parties to this Agreement.

     5.13 Inbound Licenses. No Borrower is a party to, nor is bound by, any license or other agreement that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property.

     5.14 Government Consents. Borrower and each Subsidiary has obtained all consents, approvals, and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of Borrowers’ business as currently conducted except where the failure to do so is not reasonably likely to have a Material Adverse Effect.

     5.15 Full Disclosure. No representation, warranty, or other statement made by Borrowers in any certificate or written statement furnished to Agent contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such certificates or statements not misleading.

6. Affirmative Covenants.

     6.1 Good Standing. Each Borrower shall maintain its and each of its Subsidiaries’ legal existence in its jurisdiction of organization and maintain qualification in each jurisdiction in which the failure to so qualify is reasonably likely to have a Material Adverse Effect. Each Borrower shall maintain, and shall cause each of its Subsidiaries to maintain in force all licenses, approvals, and agreements, the loss of which is reasonably likely to have a Material Adverse Effect.

     6.2 Government Compliance. Borrowers shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. Borrowers shall comply, and shall cause each Subsidiary to comply, with all statutes, laws, ordinances, and government rules and regulations to which it is subject, except where the failure to so comply would not reasonably be likely to cause a Material Adverse Effect.

     6.3 Financial Statements, Reports, Certificates. Borrowers shall deliver or make available to Agent the following, in each case in form and substance reasonably satisfactory to Agent:

          (a) as soon as available, but in any event within 20 days after the end of each calendar month, a company prepared consolidated balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Agent and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C; provided however, that upon the consummation of the Initial Public Offering, the above referenced financial statements shall only be provided within forty-five (45) days after the end of each fiscal quarter;

          (b) within 20 days after the last day of each month, an accounts receivable aging report (against invoice dates) and an accounts payable aging report (against invoice dates);

16

          (c) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Agent on such financial statements of an independent certified public accounting firm reasonably acceptable to Agent;

          (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against either Borrower or any Subsidiary that is reasonably likely to result in damages or costs to Borrowers or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more;

          (e) promptly, and in any event within five (5) Business Days after the discovery thereof, a report signed by a Responsible Officer notifying Agent of an Event of Default or of any material labor dispute, material tax dispute, or any change in any Borrower’s Chairman, President, Chief Executive Officer, Chief Financial Officer, or Chief Technology Officer;

          (f) as frequently as desired by Borrowers subject to Agent’s consent thereto, updates of (i) the Schedule and (ii) the representations and warranties in Section 5 to reflect changes since the most recent making of such representations and warranties;

          (g) within 30 days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Agent, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights, or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrowers’ Intellectual Property Collateral, including any subsequent ownership right of Borrowers in or to any Trademark, Patent, or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Agent by Borrowers in connection with this Agreement; and

          (h) within 15 days after written request, such budgets, sales projections, operating plans, or other financial information as Agent may reasonably request from time to time.

     6.4 Collateral Audits. At Borrowers’ expense, Agent shall have a right to audit Borrowers’ Accounts and appraise Collateral through Agent’s appointed auditor, provided that such audits will be conducted no more often than once every 12 months, unless an Event of Default has occurred and is continuing. For the avoidance of doubt, all such audits shall be conducted at Borrower’s expense.

     6.5 Financial Covenants. Borrowers shall at all times maintain the following financial ratios and covenants:

          (a) Quick Ratio. A ratio of Cash plus Qualified Accounts to Current Liabilities of at least 1.00 to 1.00.

          (b) Adjusted Debt Ratio. A ratio of Total Liabilities (other than Subordinated Debt) less 80% of Deferred Revenue to Tangible Net Worth not greater than 4.50 to 1:00.

          (c) Fixed Assets Ratio. A ratio of Net Fixed Assets to Deferred Revenue not greater than 1.50 to 1:00.

     6.6 Inventory. Borrowers shall promptly notify Agent of all terminations of customer agreements, and of all customer disputes and customer claims, where the termination, dispute, or claim involves more than one million dollars ($1,000,000).

     6.7 Taxes. Each Borrower shall make, and shall cause each Subsidiary to make, due and timely payment or deposit of all material federal, state, and local taxes, assessments, or contributions required of it by law, and will execute and deliver to Agent, on written demand, appropriate certificates attesting to the payment or deposit thereof; and each Borrower will make, and will cause each Subsidiary to make, timely payment or deposit of all material tax payments and withholding taxes required of it by applicable laws, including those laws concerning

17

F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon written request, furnish Agent with proof satisfactory to Agent indicating that each Borrower or a Subsidiary has made such payments or deposits; provided that each Borrower or a Subsidiary need not make any payment if the amount or validity of such payment is contested in good faith by appropriate proceedings and is appropriately reserved against (to the extent required by GAAP) by Borrower.

     6.8 Insurance.

          (a) Borrowers, at their expense, shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers, and all other hazards and risks, and in such amounts, as ordinarily insured against by other owners in similar businesses conducted in the locations where Borrowers’ business is conducted on the Closing Date, provided that such amounts shall at all times be at least $15,000,000 on domestic business personal property. Borrowers shall also maintain insurance relating to Borrowers’ ownership and use of their property in amounts and of a type that are customary to businesses similar to Borrowers’.

          (b) All such policies of insurance shall be in such form, with such companies, and in such amounts as reasonably satisfactory to Agent. All such policies of property insurance shall contain a lender’s loss payable endorsement, in a form satisfactory to Agent, showing Agent as an additional loss payee thereof and all liability insurance policies shall show the Agent as an additional insured, and shall specify that the insurer must give at least twenty (20) days’ notice to Agent before canceling its policy for any reason. Upon Agent’s request, Borrowers shall deliver to Agent certified copies of such policies of insurance and evidence of the payments of all premiums therefor. All proceeds payable under any such policy shall, at the option of Agent at any time any Obligations are outstanding, be payable to Agent to be applied on account of the Obligations.

     6.9 Primary Depository. Borrowers shall transfer within 60 days of the Closing Date and maintain all operating and deposit accounts with Agent or Agent’s Affiliates. Borrowers may maintain investment accounts with other financial institutions provided (i) Agent has a first priority security interest in such accounts, (ii) such accounts are subject to account control agreements in form and substance satisfactory to Agent, and (iii) Agent, Lender, or its affiliates are unable to provide investment options, projected returns (based solely on historical performance), and fees that are comparable or more favorable to the Borrowers than those proposed, in good faith, by or existing with any other Person. Borrowers shall cause all remittances in the form of cash or checks made by any customer to be made to an account maintained with Agent. Borrower shall provide Lenders or the investment management affiliate(s) of Lenders, with the right of first refusal to serve as manager for the investment services of Borrowers, provided that Agent or its affiliates are able to provide investment options, projected returns (based solely on historical performance), and fees no less favorable to the Borrowers than those proposed, in good faith, by any other Person bidding to provide such services.

     6.10 Registration of Intellectual Property Rights.

          (a) Borrowers shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable Intellectual Property rights now owned or hereafter developed or acquired by Borrowers, to the extent that Borrowers, in their reasonable business judgment, deems it appropriate to so protect such Intellectual Property rights.

          (b) Within 30 days of the last day of each fiscal quarter, Borrowers shall (i) give Agent a report of any applications or registrations filed during that quarter with the United States Copyright Office, including the title of such Intellectual Property rights registered and the date such applications or registrations were filed; (ii) execute such documents as Agent may reasonably request for Agent to maintain its perfection in such Intellectual Property rights registered by such Borrower; (iii) upon the request of Agent, either deliver to Agent or file such documents as are necessary for Agent to maintain its perfection in such Intellectual Property rights; (iv) provide Agent with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Agent to be filed for Agent to maintain the perfection and priority of its security interest in such Intellectual Property rights, and the date of such filing.

18

          (c) Borrowers shall execute and deliver such additional instruments and documents from time to time as Agent shall reasonably request to perfect and maintain the perfection and priority of Agent’s security interest in the Intellectual Property.

          (d) Borrowers shall (i) protect, defend, and maintain the validity and enforceability of the trade secrets, Trademarks, Patents, and Copyrights, (ii) use commercially reasonable efforts to detect infringements of the Trademarks, Patents, and Copyrights and promptly advise Agent in writing of material infringements detected, and (iii) not allow any material Trademarks, Patents, or Copyrights to be abandoned, forfeited, or dedicated to the public without the written consent of Agent, which shall not be unreasonably withheld, conditioned, or delayed.

          (e) Agent may audit Borrowers’ Intellectual Property to confirm compliance with this Section 6.10, provided such audit may not occur more often than once per year, unless an Event of Default has occurred and is continuing. Agent shall have the right, but not the obligation, to take, at any Borrower’s sole expense, any actions that such Borrower is required under this Section 6.10 to take but which Borrower fails to take, after 15 days’ notice to such Borrower.

     6.11 Subsidiaries. Borrower will cause each Subsidiary not currently in existence as of the Closing Date to sign a joinder agreement in substantially similar form as Exhibit G at the time of its formation, and such Subsidiary shall become party to this Agreement as a co-Borrower.

     6.12 Further Assurances. At any time and from time to time, Borrowers shall execute and deliver such further instruments and take such further action as may reasonably be requested by Agent to effect the purposes of this Agreement.

7. Negative Covenants. Neither any Borrower nor any Subsidiary will do any of the following:

     7.1 Dispositions. Without the prior written consent of Agent, which shall not be unreasonably withheld, conditioned or delayed, convey, sell, lease, transfer, or otherwise dispose of (collectively, a “Transfer”), or permit any of its Subsidiaries to Transfer, all or any substantial part of its business, assets, or property, other than Permitted Transfers; provided however, that only advance written notice to the Agent (but not any Agent consent) will be required for any Transfer if all Obligations are paid in full as a condition to the consummation of such Transfer.

     7.2 Change in Business. Without the prior written consent of Agent, which shall not be unreasonably withheld, conditioned or delayed, engage in or suffer a Change of Control, engage in any business, or permit any of its Subsidiaries to engage in any business, other than the businesses currently engaged in by Borrowers and any business substantially similar or related thereto (or incidental thereto); provided, however, that only advance written notice to the Agent (but not any Agent consent) will be required for any action restricted by this Section 7.2 if all Obligations are paid in full as a condition to the consummation of such action.

     7.3 Mergers or Acquisitions. Without the prior written consent of Agent, which shall not be unreasonably withheld, conditioned or delayed, merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except a Subsidiary may merge or consolidate into another Subsidiary or into Borrower, and except where (i) such transactions do not in the aggregate exceed $3,000,000 during any fiscal year, (ii) no Event of Default has occurred, is continuing or would exist after giving effect to such transactions, (iii) such transactions do not result in a Change in Control, (iv) the applicable Borrower is the surviving entity, and (v) if such transaction involves the acquisition of all or substantially all of the capital stock or property of another Person, such acquisition is with respect to a line of business related or connected to the applicable Borrower’s business; provided that (a) only advance written notice to the Agent (but not any Agent consent) will be required for any action restricted by this Section 7.3 if all Obligations are paid in full as a condition to the consummation of such action.

19

     7.4 Indebtedness. Create, incur, assume, guarantee, or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Permitted Indebtedness or take any actions which impose on any Borrower an obligation to prepay any Permitted Indebtedness, except Indebtedness to Agent.

     7.5 Encumbrances. Create, incur, assume, or suffer to exist any Lien with respect to any of its property, or assign or otherwise convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries so to do, except for Permitted Liens, or enter into any agreement with any Person other than Agent that prohibits or otherwise restricts any Borrower from encumbering any of its property other than restrictions in equipment leases or equipment financing documents on Liens on the specific equipment being leased or financed.

     7.6 Distributions. Pay any dividends or make any other distribution or payment on account of or in redemption, retirement, or purchase of any capital stock (other than the Common Stock Dividend), unless such payment is made from the cash proceeds (a) of the Initial Public Offering, (b) a leveraged buyout or acquisition of Borrower, or (c) the sale of additional equity, whereby an Event of Default does not exist prior to or after such sale. Notwithstanding the foregoing, (i) any Borrower may repurchase the stock of employees, former employees, consultants, or former consultants pursuant to stock repurchase agreements as long as an Event of Default does not exist prior to such repurchase or would not exist after giving effect to such repurchase without the consent of Agent and (ii) any Borrower may pay dividends to Parent to enable Parent to pay dividends on its stock, provided that the Borrowers are in compliance with the financial covenants contained in Section 6.5 at the time of such payment, and after giving effect to such payment.

     7.7 Investments. Directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments.

     7.8 Transactions with Affiliates. Except as set forth in the Schedule, directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower without Agent’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, except for (i) such transactions that are in the ordinary course of Borrower’s business, including employee compensation arrangements and bonus plans or payments to employees, and (ii) the Common Stock Dividend.

     7.9 Subordinated Debt. Make any payment in respect of any Subordinated Debt, or permit any of its Subsidiaries to make any such payment, except in compliance with the terms of such Subordinated Debt, or amend any provision contained in any documentation relating to the Subordinated Debt without Agent’s prior written consent which shall not be unreasonably withheld, conditioned, or delayed.

     7.10 Inventory and Equipment. Store the Inventory with a bailee, warehouseman, or similar party (for the avoidance of doubt, such “similar party” shall not include a landlord) unless Agent has received a pledge of the warehouse receipt covering such Inventory. Except for Inventory sold in the ordinary course of business and except for such other locations as Borrowers may determine is reasonably necessary for the conduct of its business, Borrowers shall keep the Inventory only at the location set forth in Section 10, the locations set forth in the Schedule, and such other locations of which Borrowers give Agent prior notice.

     7.11 Compliance. Become an “investment company” or be controlled by an “investment company,” within the meaning of the Investment Company Act of 1940, or become principally engaged in, or undertake as one of its important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any Credit Extension for such purpose, or fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur, fail to comply in any material respect with the Federal Fair Labor Standards Act, or violate any law or regulation, which failure to comply or violation is reasonably likely to have a Material Adverse Effect, or a material adverse effect on the Collateral or the priority of Agent’s Lien on the Collateral, or permit any of its Subsidiaries to do any of the foregoing.

20

8. Events Of Default.

     Any one or more of the following events shall constitute an Event of Default by Borrowers under this Agreement:

     8.1 Payment Default. If a Borrower fails to pay any of the Obligations when due;

     8.2 Covenant Default. If a Borrower fails to perform any obligation under Section 6 or violate any of the covenants contained in Section 7; or if a Borrower fails or neglects to perform, keep, or observe any other material term, provision, condition, covenant, or agreement contained in this Agreement, in any of the Loan Documents, or in any other present or future agreement between a Borrower and Agent and, as to any default under such other term, provision, condition, covenant, or agreement that can be cured, has failed to cure such default within twenty (20) days after Borrower receives notice thereof;

     8.3 Material Adverse Effect. If any circumstance arises that has a Material Adverse Effect;

     8.4 Attachment. If greater than $1,000,000 of a Borrower’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any trustee, receiver, or person acting in a similar capacity and such attachment, seizure, writ or distress warrant, or levy has not been removed, discharged, or rescinded within thirty (30) days, or if a Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs, or if a judgment or other claim in an amount in excess of $1,000,000 becomes a lien or encumbrance upon any portion of a Borrower’s assets, or if a notice of lien, levy, or assessment is filed of record with respect to any material of a Borrower’s assets by the United States Government, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the same is not paid within thirty (30) days after a Borrower receives notice thereof, provided that none of the foregoing shall constitute an Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by such Borrower (provided that no Credit Extensions will be required to be made during such cure period);

     8.5 Insolvency. If Borrowers, taken as a whole, become insolvent, or if an Insolvency Proceeding is commenced by a Borrower, or if an Insolvency Proceeding is commenced against a Borrower and is not dismissed or stayed within forty five (45) days (provided that no Credit Extensions will be made prior to the dismissal of such Insolvency Proceeding);

     8.6 Other Agreements. If there shall occur an event which is an event of default under any agreement to which a Borrower is a party with the effect that a Person shall have the right, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of One Million Dollars ($1,000,000); provided, however, that the foregoing event shall not be an Event of Default under this Loan Agreement if the event of default under such other agreement is cured within any applicable cure period;

     8.7 Subordinated Debt. If a Borrower makes any payment on account of Subordinated Debt, except to the extent such payment is allowed under any subordination agreement entered into with Agent;

     8.8 Judgments. If a judgment or judgments (not covered by a bond or insurance by an insurance company not an Affiliate of Borrower that has acknowledged such coverage) for the payment of money in an amount, individually or in the aggregate, of at least One Million Dollars ($1,000,000) shall be rendered against a Borrower and shall remain unsatisfied and unstayed for a period of twenty (20) days (provided that no Credit Extensions will be made prior to the satisfaction or stay of such judgment);

     8.9 Guaranty. If any guaranty of all or a portion of the Obligations (a “Guaranty”) ceases for any reason to be in full force and effect, other than due to the act or omission of Agent or Lenders or any guarantor fails to perform any obligation under any Guaranty or a security agreement securing any Guaranty (collectively, the “Guaranty Documents”), or any event of default occurs under any Guaranty Document or any guarantor revokes or purports to revoke a Guaranty, or any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth in any Guaranty Document or in any certificate delivered to Lender in

21

connection with any Guaranty Document, or if any of the circumstances described in Sections 8.3 through 8.9 (other than 8.7) occurs with respect to any guarantor; or

     8.10 Misrepresentations. If any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth herein or in any certificate delivered to Agent by any Responsible Officer pursuant to this Agreement or to induce Agent to enter into this Agreement or any other Loan Document.

9. Agent’s Rights And Remedies.

     9.1 Rights and Remedies. Upon the occurrence and during the continuation of an Event of Default, Agent may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrowers:

               (a) Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable (provided that upon the occurrence of an Event of Default described in Section 8.5 all Obligations shall become immediately due and payable without any action by Agent);

               (b) Cease advancing money or extending credit to or for the benefit of Borrowers under this Agreement or under any other agreement between a Borrower and Agent;

               (c) Require that Borrowers (i) deposit cash with Agent in an amount equal to the amount of any Letters of Credit remaining undrawn, as collateral security for the repayment of any future drawings under such Letter of Credit, and Borrowers shall forthwith deposit and pay such amounts, and (ii) pay in advance all Letters of Credit fees scheduled to be paid or payable over the remaining term of the Letters of Credit;

               (d) Settle or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Agent reasonably considers advisable;

               (e) Make such payments and do such acts as Agent reasonably considers necessary or reasonable to protect its security interest in the Collateral;

               (f) Set off and apply to the Obligations any and all (i) balances and deposits of Borrowers held by Agent, or (ii) indebtedness at any time owing to or for the credit or the account of Borrowers held by Agent;

               (g) Ship, store, finish, repair, prepare for disposition, and dispose of the Collateral in accordance with the Code, and apply any proceeds to the Obligations in whatever manner or order Agent deems appropriate, including the application of such proceeds to all costs and expenses incurred in connection with such disposition;

               (h) Effect the transfer of any securities included in the Collateral (including the Shares) into the name of Agent and cause new certificates representing such securities to be issued in the name of Agent or its transferee;

               (i) Agent may credit bid and purchase Collateral at any public sale;

               (j) Apply for the appointment of a receiver, trustee, liquidator, or conservator of the Collateral, without notice and without regard to the adequacy of the security for the Obligations and without regard to the solvency of Borrower, any guarantor or any other Person liable for any of the Obligations; and

               (k) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrowers.

22

     9.2 Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrowers hereby irrevocably appoint Agent (and any of Agent’s designated officers, or employees) as each Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Agent’s security interest in the Accounts; (b) endorse a Borrower’s name on any checks or other forms of payment or security that may come into Agent’s possession; (c) sign a Borrower’s name on any invoice or bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to a Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable; (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrowers where permitted by law; and (h) dispose of the Collateral to the extent permitted under the Code. The appointment of Agent as each Borrower’s attorney in fact, and each and every one of Agent’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Agent’s obligation to provide advances hereunder is terminated.

     9.3 Accounts Collection. Upon and during the continuation of an Event of Default, Agent may notify any Person owing funds to Borrower of Agent’s security interest in such funds and verify the amount of such Account. Each Borrower shall collect all amounts owing to such Borrower for Agent, receive in trust all payments as Agent’s trustee, and immediately deliver such payments to Agent in their original form as received from the account debtor, with proper endorsements for deposit.

     9.4 Right of Set-off. Subject to Section 2, in addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuation of an Event of Default, each Lender is authorized at any time or from time to time, without presentment, demand, protest, or other notice of any kind to Borrowers or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by such Lender (including by branches and agencies of such Lender wherever located) to or for the credit or the account of a Borrower against and on account of the Obligations and liabilities of a Borrower to such Lender under this Agreement or under any of the other Loan Documents, and all other claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand hereunder and although such Obligations, liabilities, or claims, or any of them, shall be contingent or unmatured. Notwithstanding the foregoing provisions of this Section 9.4, if at any time the Credit Extensions are secured by real property, no Lender shall exercise a right of setoff, banker’s lien, or counterclaim or take any court or administrative action to enforce any provision of the Credit Documents if such action would constitute an “action” within the meaning of Section 726 of the California Code of Civil Procedure without obtaining the prior consent of Agent and the other Lender, and any attempted exercise by any Lender of any such action without first obtaining such consent shall be null and void. The provisions of the preceding sentence are solely for the benefit of the Lenders and no Borrower shall have any rights therein.

     9.5 Agent and Lender Expenses. If Borrowers fail to pay any amounts or furnish any required proof of payment due to third persons or entities, as required under the terms of this Agreement, then Agent may do any or all of the following after reasonable written notice to Borrowers: (a) make payment of the same or any part thereof; (b) set up such reserves under the Revolving Facility as Agent deems reasonably necessary to protect Agent from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type discussed in Section 6.8, and take any action with respect to such policies as Agent deems prudent. Any amounts so paid or deposited by Agent shall constitute Agent Expenses, shall be immediately due and payable, and shall bear interest at the then applicable rate hereinabove provided, and shall be secured by the Collateral. Any payments made by Agent shall not constitute an agreement by Agent to make similar payments in the future or a waiver by Agent of any Event of Default under this Agreement. Upon and during the continuation of an Event of Default, Borrowers shall reimburse each Lender, upon demand, for all costs and expenses, including reasonable attorney’s fees, incurred in connection with any of the Loan Documents.

     9.6 Shares. Each Borrower recognizes that Agent may be unable to effect a public sale of any or all the Shares, by reason of certain prohibitions contained in federal securities laws and applicable state securities laws

23

or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner simply because the private sale results in prices or other terms less favorable than if such sale were a public sale. Agent shall be under no obligation to delay a sale of any of the Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale under federal securities laws or under applicable state securities laws, even if such issuer would agree to do so. Upon and during the continuation of an Event of Default, Agent shall have the right to exercise all such rights as a secured party under the California Uniform Commercial Code as it, in its sole judgment, shall deem necessary or appropriate, including the right to liquidate the Shares and apply the proceeds thereof to reduce the Obligations. Effective only upon the occurrence and during the continuance of an Event of Default, each Borrower hereby irrevocably appoints Agent (and any of Agent’s designated officers, or employees) as such Borrower’s true and lawful attorney to enforce such Borrower’s rights against any Subsidiary, including the right to compel any Subsidiary to make payments or distributions owing to such Borrower.

     9.7 Agent’s Liability for Collateral. So long as Agent (i) complies with reasonable banking practices, (ii) is not grossly negligent, or (iii) does not engage in willful misconduct with respect to the Collateral, Agent shall not in any way or manner be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage thereto occurring or arising in any manner or fashion from any cause; (c) any diminution in the value thereof; or (d) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other person whomsoever. All risk of loss, damage, or destruction of the Collateral not consented to by Agent nor the result of the Agent’s gross negligence or willful misconduct shall be borne by Borrowers. Any surplus remaining after payment in full of the Obligations from the proceeds of the liquidation of any of the Collateral shall be paid to Borrowers as provided by law.

     9.8 Remedies Cumulative. Agent’s remedies under this Agreement, the Loan Documents, and all other agreements shall be cumulative, but such remedies may only be exercised, if at all, following and during the continuation of an Event of Default. Agent shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by Agent of one right or remedy shall be deemed an election, and no waiver by Agent of any Event of Default on a Borrower’s part shall be deemed a continuing waiver. No delay by Agent shall constitute a waiver, election, or acquiescence by it. No waiver by Agent shall be effective unless made in a written document signed on behalf of Agent and then shall be effective only in the specific instance and for the specific purpose for which it was given. Each Borrower expressly agrees that this Section 9.8 may not be waived or modified by Agent by course of performance, conduct, estoppel, or otherwise.

     9.9 Demand; Protest. Each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees at any time held by Agent on which a Borrower may in any way be liable.

10. Notices.

     Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return receipt requested, or by facsimile to Borrowers or to Agent, as the case may be, at its addresses set forth below:

If to Borrower:	NextG Networks, Inc.
	2216 O’Toole Avenue
	San Jose, CA 95311
	Attn: General Counsel
	Fax: (408) 383-9106

24

If to Agent:	United Commercial Bank
	5201 Great America Parkway, #300
	Santa Clara, CA 95054-1140
	Attn: Yu-Fu Lin
	FAX: (408) 748-1268

     The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.

11. Jury Trial Waiver, Judicial Reference.

     BORROWERS, LENDERS, AND AGENT EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IF THIS JURY TRIAL WAIVER IS NOT ENFORCEABLE THE PARTIES HERETO WILL RESOLVE ALL CLAIMS, DISPUTES, AND OTHER MATTERS BY JUDICIAL REFERENCE UNDER CODE OF CIVIL PROCEDURE SECTION 638 ET SEQ. BEFORE A MUTUALLY ACCEPTABLE REFEREE OR, IF NONE, BY A REFEREE APPOINTED BY THE PRESIDING JUDGE OF THE CALIFORNIA SUPERIOR COURT FOR SANTA CLARA COUNTY.

12. The Agent.

     12.1 Authorization and Action. Each Lender appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes), Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement or applicable law. Except as otherwise provided for in this Agreement, no Lender shall take any action to collect amounts due hereunder, enforce any obligations of Borrowers, or exercise any remedies against Borrowers arising out of this Agreement without the prior written consent of Agent. Agent agrees to give to each Lender prompt notice of (a) each notice or report given to it by Borrowers pursuant to the terms of this Agreement (including those set forth in Section 6.3), and (b) any Event of Default hereunder. The provisions of this Section 12 are solely for the benefit of Lenders and Agent and no Borrower has any rights as a third party beneficiary of any of the provisions hereof.

     12.2 Agent’s Reliance, Etc. Neither Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, Agent: (i) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Agent; (ii) may consult with legal counsel, independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement on the part of Borrowers or to inspect the property (including the books and records) of Borrowers; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate, or other instrument or writing

25

believed by it to be genuine and signed or sent by the proper party or parties.

     12.3 Agent and Affiliates. With respect to its obligations hereunder, the Advances made by it, and the Note issued to it, Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Agent in its individual capacity. Agent and its respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrowers, any subsidiaries of a Borrower, and any Person who may do business with or own securities of a Borrower or any subsidiary of a Borrower, all as if Agent were not Agent, and without any duty to account therefor to Lenders.

     12.4 Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

     12.5 Indemnification. Lenders shall indemnify Agent (to the extent not reimbursed by Borrowers), ratably according to the respective principal amounts of the Notes then held by each of them (or if no Notes are at the time outstanding or if any Notes are held by Persons who are not Lenders, ratably according to the respective amounts of their Credit Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Agent in any way relating to or arising out of this Agreement or any action taken or omitted by Agent under this Agreement in its capacity as Agent, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from Agent’s gross negligence or willful misconduct. Without limiting the foregoing, each Lender shall reimburse Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that Agent is not reimbursed for such expenses by Borrowers. Notwithstanding the foregoing, to the extent that both Lenders and Borrowers have indemnification obligations with respect to any matter, the indemnification obligations of Borrowers shall be primary and the indemnification obligations of Lenders shall be secondary with respect to such matter, and if Agent shall recover any amount from Borrowers with respect to a Borrower’s indemnification obligation for which the Agent has received any payment from Lenders, Agent shall return to such contributing Lenders on a pro rata basis any amount in excess of the amount necessary to fully indemnify Agent

     12.6 Successor Agent. Agent may resign at any time by giving written notice thereof to Lenders and Borrowers and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent with the prior consent of Borrowers, which consent shall not be unreasonably withheld, conditioned, or delayed, provided that such consent of the Borrowers shall not be required at any time an Event of Default exists and continues. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial Lender organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least One-Hundred Million Dollars ($100,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

26

13. Co-borrowers.

     13.1 Co-Borrowers. Borrowers are jointly and severally liable for the Obligations and Agent may proceed against one Borrower to enforce the Obligations without waiving its right to proceed against the other Borrower. This Agreement and the Loan Documents are a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between Agent and any Borrower. Each Borrower shall be liable for existing and future Obligations as fully as if all of the Advance was advanced to such Borrower. Agent may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on, all Borrowers. Each Borrower appoints each other Borrower as its agent with all necessary power and authority to give and receive notices, certificates, or demands for and on behalf of both Borrowers, to act as disbursing agent for receipt of any loans on behalf of each Borrower, and to apply to Agent on behalf of each Borrower for the Advance, any waivers, and any consents. This authorization cannot be revoked, and Agent need not inquire as to one Borrower’s authority to act for or on behalf of another Borrower.

     13.2 Subrogation and Similar Rights. Each Borrower irrevocably waives, until all Obligations are satisfied, all rights that it may have at law or in equity (including any law subrogating the Borrower to the rights of Agent under the Loan Documents) to seek contribution, indemnification, or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by the Borrower with respect to the Obligations in connection with the Loan Documents or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by the Borrower with respect to the Obligations in connection with the Loan Documents or otherwise. Any agreement providing for indemnification, reimbursement, or any other arrangement prohibited under this Section 13.2 shall be subject and subordinate to the rights and Lien of Agent and Lenders under this Agreement and the other Loan Documents. If any payment is made to a Borrower in contravention of this Section 13.2, such Borrower shall hold such payment in trust for Agent and such payment shall be promptly delivered to Agent for application to the Obligations, whether matured or unmatured.

     13.3 Waivers of Notice. Each Borrower waives, to the extent permitted by law, notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations; notice of an Event of Default except as set forth herein; notice of the amount of the Obligations outstanding at any time; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase the Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; and all other notices and demands to which the Borrower would otherwise be entitled by virtue of being a co-borrower or a surety. Each Borrower waives any defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability of any other Borrower. Agent’s failure at any time to require strict performance by any Borrower of any provision of the Loan Documents shall not waive, alter, or diminish any right of Agent thereafter to demand strict compliance and performance therewith. Each Borrower also waives any defense arising from any act or omission of Agent that changes the scope of the Borrower’s risks hereunder. Each Borrower hereby waives any right to assert against Agent any defense (legal or equitable), setoff, counterclaim, or claims that such Borrower individually may now or hereafter have against another Borrower or any other Person liable to Agent with respect to the Obligations in any manner or whatsoever.

     13.4 Subrogation Defenses. Until all Obligations are paid in full and Agent has no further obligation to make Credit Extensions to Borrower, each Borrower hereby waives any defense based on impairment or destruction of its subrogation or other rights against any other Borrower and waives all benefits which might otherwise be available to it under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2848, 2849, 2850, 2899, and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726, as those statutory provisions are now in effect and hereafter amended, and under any other similar statutes now and hereafter in effect.

     13.5 Right to Settle, Release.

               (a) The liability of Borrowers hereunder shall not be diminished by (i) any agreement, understanding, or representation that any of the Obligations is or was to be guaranteed by another Person or secured by other property, or (ii) any release or unenforceability, whether partial or total, of rights, if any, which Agent may now or hereafter have against any other Person, including another Borrower, or property with respect to any of the Obligations.

27

               (b) Without notice to any given Borrower and without affecting the liability of any given Borrower hereunder, Agent may (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Obligations with respect to any other Borrower by written agreement with such other Borrower, (ii) grant other indulgences to another Borrower in respect of the Obligations, (iii) modify in any manner any documents relating to the Obligations with respect to any other Borrower by written agreement with such other Borrower, (iv) release, surrender, or exchange any deposits or other property securing the Obligations, whether pledged by a Borrower or any other Person, or (v) compromise, settle, renew, or extend the time for payment, discharge the performance of, decline to enforce, or release all or any obligations of any guarantor, endorser, or other Person who is now or may hereafter be liable with respect to any of the Obligations.

     13.6 Subordination. All indebtedness of a Borrower now or hereafter arising for borrowed money held by another Borrower is subordinated to the Obligations and the Borrower holding the indebtedness shall take all actions reasonably requested by Agent to effect, to enforce, and to give notice of such subordination.

14. Miscellaneous.

     14.1 Amendments. No amendment or waiver of any provision of the Loan Documents nor consent to any departure by a Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each affected Lender, do any of the following: (a) waive any of the conditions specified in Section 3.1, (b) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (c) postpone any date fixed for, or amount of, any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (d) increase the Credit Commitment of any Lender, (e) change the percentage of the Credit Commitments or of the aggregate unpaid principal amount of the Notes, that shall be required for the Lenders or any of them to take any action hereunder, or release any material portion of any Collateral, (f) amend the definition of “Majority Lenders” set forth in Section 1, or (g) amend this Section 14.1; and provided, further, that no amendment, waiver, or consent shall, unless in writing and signed by Agent in addition to the Lenders required above to take such action, affect the rights or duties of Agent under this Agreement or any other Loan Document. With the consent of the Agent, additional Lenders may execute this Agreement, and, as a consequence of such additions, the aggregate Credit Commitments hereunder may be increased. Upon the concurrence of Agent and Borrowers, any Lender may be replaced and the Credit Commitments hereunder adjusted accordingly.

     14.2 Notices, Etc. Except as otherwise set forth in this Agreement, all notices and other communications provided for hereunder shall be in writing (including telex or facsimile communication) and mailed or sent by facsimile or delivered, if to the Borrowers, at the address set forth in Section 10; if to any Borrower, at its address set forth on the signature page hereof; and if to any Lender, or Agent, at Agent’s address set forth in Section 10; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall be effective three (3) Business Days after deposit in the U.S. mail, postage prepaid, when sent by facsimile, or when delivered, respectively.

     14.3 Additional Lenders; Assignments; Participations.

          (a) None of the Loan Documents nor any rights thereunder may be assigned by Borrowers (other than assignments between and among Borrowers and assignments to a Subsidiary in circumstances not otherwise constituting an Event of Default) without the prior written consent of all the Lenders, which consent may be granted or withheld in the Lenders’ sole discretion. Upon prior consent of Borrowers before an Event of Default (which Borrower consent will not be unreasonably withheld, conditioned, or delayed), and upon written notice to Borrowers after an Event of Default, any Lender may assign, from time to time, all or any portion of its Pro Rata Share of the Credit Commitments and its Note in an amount not less than the lesser of $5,000,000 or one hundred percent (100%) of such Lender’s interest in the Credit Commitments and Note to (i) an Affiliate of that Lender (which will not require the prior written approval of Agent or Borrowers, even before an Event of Default) or (ii) any other assignee financial institution acceptable to Agent, provided that an original assignee may not assign its

28

interest (A) to any Person who is not itself an original assignee and (B) without notice to Borrowers and the consent of the Agent, and provided further that the parties to each such assignment shall execute and deliver to Agent and Borrowers an assignment agreement in a form acceptable to Agent. Upon (A) such execution and delivery and (B) except in the case of an assignment pursuant to clause (i) of the preceding sentence, payment of a fee in the amount of $2,500 to Agent to cover administrative costs, from and after the effective date of such assignment (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it, relinquish its rights and be released from its obligations under this Agreement (other than pursuant to Section 14.3(f)), and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, subject to its continuing obligations under Section 14.3(f). The Credit Commitments hereunder shall be modified to reflect the Credit Commitment of such assignee, and, if any such assignment occurs while any Notes are outstanding, new Notes shall, upon the surrender of the assigning Lender’s Notes, be issued to such assignee and to the assigning Lender as necessary to reflect the new Credit Commitments of the assigning Lender and of its assignee. Notwithstanding anything to the contrary in this Agreement or in any other Loan Documents, no Borrower will be required to pay any fees, expenses, or other Agent Expenses that Agent, any Lender, or any assignee incurs in connection with any actions or circumstances contemplated by Section 14.3(a).

          (b) If, in connection with any proposed amendment, waiver, or consent to any of the provisions of this Agreement or any other Loan Document as contemplated by Section 14.1, the consent of the Majority Lenders or the unanimous consent of all Lenders is required but cannot be obtained for the lack of consent by a Lender or if any Lender requests compensation pursuant to Section 2.8 for increased costs, then the Agent shall have the right, but not the obligation, to cause any such non-accepting or non-consenting Lender (each, a “Replaced Lender”) to assign (a “Forced Assignment”) all of the Credit Commitments and other rights and obligations of the Replaced Lender under the Loan Documents to another Person (which may be a Lender or any other Person reasonably acceptable to the Borrowers (such Lender or other Person, a “Replacement Lender”)) identified by the Agent in writing to the Replaced Lender, provided that such Replacement Lender is willing to consent to the proposed amendment, waiver, or consent.

     If a Forced Assignment occurs, the Replaced Lender and the Replacement Lender shall enter into an Assignment and Acceptance, in form and substance acceptable to Agent, pursuant to which the Replacement Lender shall acquire all of the outstanding Credit Commitments of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (a) an amount equal to the principal of, and all accrued interest on, all outstanding Credit Commitments of the Replaced Lender, and (b) an amount equal to all accrued, but theretofore unpaid, fees, expenses, and other reimbursable costs owing to the Replaced Lender under the Loan Documents. Upon (i) the execution of an Assignment and Acceptance in connection with a Forced Assignment by the Replaced Lender and the Replacement Lender; (ii) delivery of a copy of such Assignment and Acceptance to the Agent, together with payment instructions, addresses, and related information with respect to the Replacement Lender; (iii) the payment to the Replaced Lender by the Replacement Lender of the amounts referred to in the preceding sentence; (iv) the payment to the Replaced Lender by the Borrowers of all obligations of the Borrowers due and owing to the Replaced Lender at such time (other than those specifically described in the preceding sentence), if any; (v) the payment to the Agent by the Replacement Lender of a $3,500 processing fee; and (vi) if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including Section 14.9), which shall survive as to such Replaced Lender with respect to any liabilities incurred by such Replaced Lender relating to periods prior to the date such Replaced Lender ceased to be a Lender hereunder.

     Notwithstanding anything to the contrary in this Agreement or in any other Loan Documents, no Borrower will be required to pay any fees, expenses, or other Agent Expenses that Agent, any Lender, or any assignee incurs in connection with any actions or circumstances contemplated by Section 14.3(b).

          (c) Each Lender may sell, negotiate, or grant participations to other parties who are assignees in all or part of the obligations of the Borrowers outstanding under the Loan Documents, upon written notice to the Agent and the Borrowers; provided that any such sale, negotiation, or participation shall be in compliance with the

29

applicable federal and state securities laws and the other requirements of this Section 14.3. No participant shall constitute a “Lender” under any Loan Document, and Borrowers shall continue to deal solely and directly with Agent and the Lenders. No such participant is intended to be a third party beneficiary of the provisions of this Agreement or the other Loan Documents, permitted to enforce any of the provisions hereof or thereof. Notwithstanding anything to the contrary in this Agreement or in any other Loan Documents, no Borrower will be required to pay any fees, expenses, or other Agent Expenses that Agent, any Lender, or any assignee incurs in connection with any actions or circumstances contemplated by Section 14.3(c).

          (d) Each Lender may disclose to any proposed assignee or participant any information relating to Borrowers or any Subsidiary of a Borrower; provided, that prior to such disclosure such proposed assignee or participant shall have agreed in writing to keep any such information confidential substantially on the terms of Section 14.3(f).

          (e) The grant of a participation interest shall be on such terms as the granting Lender determines are appropriate, provided only that (i) the holder of such a participation interest shall not have any of the rights of a Lender under this Agreement, (ii) the consent of the holder of such a participation interest shall not be required for amendments or waivers of provisions of the Loan Documents other than those that (A) extend the term of the Credit Commitments, (B) decrease the rate of interest or the amount of any fee or any other amount payable to the Lenders under the Loan Documents, (C) reduce the principal amount payable under the Loan Documents, or (D) extend the date fixed for the payment of principal or interest or any other amount payable under the Loan Documents, and (iii) the holder may not transfer or participate any of its interest without the consent of the Agent.

          (f) Each Lender understands that some of the information and documents furnished to it pursuant to this Agreement may be confidential and each Lender agrees that it will keep all non-public information, documents, and agreements so furnished to it confidential and will make no disclosure to other Persons of such information or agreements until it shall have become public, except (i) to the extent required in connection with matters involving operations under or enforcement or amendment of the Loan Documents; (ii) to such Lender’s examiners and auditors or in accordance with such Lender’s obligations under law or regulations or pursuant to subpoenas or other process to make information available to governmental agencies and examiners or to others; provided that, to the extent legally permissible, the Lender will give the Borrowers advance notice of any such disclosure under any such law, regulation, subpoena, or other process so the Borrowers can seek confidential treatment or other protective orders; (iii) to any corporate parent of any Lender so long as such parent agrees to accept such information or agreement subject to the restrictions provided in this Section 14.3(f); (iv) to any participant Lender or trust company of any Lender so long as such participant shares the corporate parent with such Lender and agrees to keep such information, documents, or agreement confidential in accordance with the restrictions provided in this Section 14.3(f); (v) to Agent or to any other Lender and their respective counsel and other professional advisors and to its own counsel and professional advisors so long as such Persons are instructed to keep such information confidential in accordance with the provisions of this Section 14.3(f); (vi) to proposed assignees and participants in accordance with Section 14.3(d); (vii) as Agent or Lender reasonably determines necessary after the occurrence of an Event of Default; and (viii) with the prior written consent of the Borrowers.

     14.4 Effectiveness; Binding Effect; Governing Law. This Agreement shall become effective when it shall have been executed by the Borrowers, Agent, and each Lender and thereafter shall be binding upon and inure to the benefit of the Borrowers, the Agent, each Lender and their respective successors and assigns, except that the Borrowers shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Agent and all the Lenders, which will not be unreasonably withheld, conditioned, or delayed. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW DOCTRINE.

     14.5 Consent to Jurisdiction; Venue; Agent for Service of Process. All judicial proceedings brought against any party to this Agreement with respect to this Agreement and the Loan Documents may be brought in any state or federal court of competent jurisdiction in the County of Santa Clara in the State of California, and by execution and delivery of this Agreement, each party hereto accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each party irrevocably waives any

30

right it may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance with this Section 14.5. Each party designates and appoints its respective Responsible Officer, from time to time, and such other Persons as may hereafter be selected by such party irrevocably agreeing in writing to so serve as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by such party to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to a party at the address provided in Section 10, except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of process. If any agent appointed by a party refuses to accept service, such party hereby agrees that service upon it by mail shall constitute sufficient notice. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of a party hereto to bring proceedings against another in courts of any jurisdiction.

     14.6 Entire Agreement. This Agreement with Exhibits and Schedules and the other Loan Documents embody the entire agreement and understanding between the parties hereto and supersedes all prior and contemporaneous agreements and understandings relating to the subject matter hereof, provided that any financing statements previously filed for the benefit of Agent and/or any Lender shall continue to perfect Agent’s security interest in the Collateral.

     14.7 Severability of Provisions. In case any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

     14.8 Obligations Several. The obligation of each Lender hereunder is several, and no Lender shall be responsible for the obligation or commitment of any other Lender hereunder. Nothing contained in this Agreement and no action taken by the Lenders pursuant hereto shall be deemed to constitute the Lenders to be a partnership, an association, a joint venture, or any other kind of entity.

     14.9 Indemnification and Waiver. Each Borrower shall indemnify, defend, protect, and hold harmless Agent, each Lender, and their respective officers, employees, and agents (each, an “Indemnitee”) against (a) all third-party obligations, demands, claims, and liabilities claimed or asserted, in each case, in writing, by any third-party in connection with the transactions evidenced by the Loan Documents (each a “Third-Party Claim”); and (b) all Lender losses or Lender expenses in any way suffered, incurred, or paid as a result of such Third-Party Claim (including reasonable attorneys’ fees and expenses), in each case except for losses or expenses under (a) or (b) above caused by Agent’s or such Lender’s or their respective officers’, employees’ and agents’ gross negligence, or willful misconduct.

     14.10 Damages. To the fullest extent permitted by applicable law, each Borrower shall not assert, and waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of, in connection with, or as a result of, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in Section 14.9, Agent and each Lender shall not assert, and waives, any claim against any Borrower and their respective officers, employees, and agents, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of, in connection with, or as a result of, this Agreement or other Loan Documents and the transactions contemplated hereby or thereby.

     14.11 Construction. Time is of the essence for the performance of all obligations set forth in this Agreement. As used in this Agreement, the term “including” is used illustratively, is not used in limitation, and will be construed to mean “including, without limitation,” and “including, but not limited to.”

     14.12 Patriot Act. Each Lender and Agent notifies each Borrower that pursuant to Title III of Pub. L. 107-56 (the “Act”) it is required to obtain, verify, and record information that identifies each Borrower, which information includes the name and address of each borrower and other information that will allow such Lender or Agent, as applicable, to identify each Borrower in accordance with the Act.

     14.13 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed

31

counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. Delivery of manually executed counterparts of this Agreement shall immediately follow delivery by telecopy.

     14.14 Prevailing-Party Attorneys’ Fees. In any action, lawsuit, or proceeding that is filed by Agent or any Lender against any Borrower or by any Borrower against Agent or any Lender to interpret, enforce, or defend the Loan Agreements or any provisions contained in the Loan Agreements, the non-prevailing party will reimburse the prevailing party for all reasonable and documented attorneys’ fees, costs, and expenses (including expert witness fees and all appeals) that the prevailing party incurred in connection with such action, lawsuit, or proceeding.

     14.15 Survival. All covenants, representations, and warranties made in this Agreement shall continue in full force and effect so long as any Obligations remain outstanding. The obligations of Borrowers to indemnify Agent and Lenders with respect to the expenses, damages, losses, costs, and liabilities described in Section 14.9 shall survive until all applicable statute of limitations periods with respect to actions that may be brought against any of them have run.

15. California Finance Lenders Law. Pursuant to Section 22050(a) of the California Finance Lenders Law, Agent and each Lender hereby represent that they are exempted from the provisions of the California Finance Lenders Law.

[remainder of this page intentionally left blank]

32

     The parties have caused this Agreement to be executed as of the Closing Date.

Borrowers: NextG Networks, Inc., a Delaware Corporation
By:	/s/ Hab Siam
	Hab Siam
	General Counsel & Corporate Secretary

NextG Networks of California, Inc., a Delaware Corporation
By:	/s/ Hab Siam
	Hab Siam
	General Counsel & Corporate Secretary

NextG Networks of NY, Inc., a Delaware Corporation
By:	/s/ Hab Siam
	Hab Siam
	General Counsel & Corporate Secretary

NextG Networks of Illinois, Inc., a Delaware Corporation
By:	/s/ Hab Siam
	Hab Siam
	General Counsel & Corporate Secretary

NextG Networks Atlantic Inc., a Virginia Corporation
By:	/s/ Hab Siam
	Hab Siam
	General Counsel & Corporate Secretary

[Signature Page to Loan and Security Agreement]

Agent:
United Commercial Bank
By:	/s/ Yu-Fu Lin
Name:	Yu-Fu Lin
Title:	VP & Relationship Manager

[Signature Page to Loan and Security Agreement]

Lender:
United Commercial bank
By:	/s/ Yu-Fu Lin
Name:	Yu-Fu Lin
Title:	VP & Relationship Manager
Pro Rata Share: 58.33%
Credit Commitment: $35,000,000

[Signature Page to Loan and Security Agreement]

Lender:
EastWest Bank
By:	/s/ Thomas Chen
Name:	Thomas Chen
Title:	FVP & Manager
Pro Rata Share: 41.67%
Credit Commitment: $25,000,000

[Signature Page to Loan and Security Agreement]

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

Entity Name	Jurisdiction
NextG Networks Atlantic, Inc.	Virginia
NextG Networks of California, Inc.	Delaware
NextG Networks of Illinois, Inc.	Delaware
NextG Networks of NY, Inc.	Delaware

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report dated March 28, 2008 (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph referring to the adoption of Financial Accounting Standards Board Statement No. 123 (revised 2004), Share-Based Payment, effective on January 1, 2006) relating to the consolidated financial statements of NextG Networks, Inc. appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

June 4, 2008

EX-99.1

Exhibit 99.1

IDC
5 Speen Street
Framingham, MA 01701
(508) 872-8200
www.idc.com

Requested By: Andrew Montgomery
For Client: Merrill Lynch
Approving Analyst(s): Scott Ellison

Disclosure Form

IDC grants Merrill Lynch permission to disclose the following information:

“International Data Corporation, or IDC, an independent market research firm, predicts that total U.S. wireless subscribers will grow from 256 million in 2007 to 320.2 million by 2012, representing a 4.6% compound annual growth rate. IDC also forecasts that total United States wireless service revenue will grow from $152 billion in 2007 to $185 billion in 2012, representing a 4% compound annual growth rate. IDC expects that increased individual wireless subscriber usage, along with aggregate increases in wireless subscriber numbers, will drive this growth. IDC also predicts that, by 2012, wireless data revenues will grow to nearly $50 billion, representing about 15% compound annual growth rate, due to increasing demand for wireless messaging, data, music, and video applications, which will be partly facilitated by new 3G and 4G network deployments.”

Source: IDC, US Consumer Mobile Subscriber, Revenue, and ARPU 2008 — 2012 Forecast: Mobile Services in Transition, Doc #211329, March 2008

It is understood by both IDC and Merrill Lynch that the information will not be sold.

It is further understood that IDC will be credited as the source of publication. The original date of publication will also be noted.

/s/ Joseph Loiselle	6-2-08
Joseph Loiselle Vice President IDC	Date

EX-99.2

EXHIBIT 99.2

From: Robert Roche
Sent: Monday, June 02, 2008 4:50 PM
To: White, Daniel
Subject: RE: Written Consent for Use of CTIA Research

Mr. White,

As requested, this e-mail constitutes the written grant of permission, on a non-exclusive basis, to cite the referenced CTIA research (the “CTIA Wireless Quick Facts”) in your client’s S-1 report.

Sincerely,

Robert F. Roche, Ph.D.
Vice President, Research
CTIA-The Wireless Association^®
Expanding the Wireless Frontier™
1400 16th Street, NW Suite 600
Washington, DC 20036
http://www.ctia.org <http://www.ctia.org/>