1. Wireless Business 2.0: Expansion Spectrum and Partnering Opportunities Russell H. Fox Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. rfox@mintz.com 202-434-7483 EWA 2013 Wireless Leadership Summit Agenda St. Louis, MO October 3, 2013 1

2. Spectrum Opportunities 2

3. Spectrum Use and Projections Industry studies show surging demand for wireless services and network capacity –CTIA – The Wireless Association has calculated that the total number of mobile wireless connections now exceeds the total U.S. population –A Cisco White Paper projects that Internet traffic from wireless devices will soon outpace traffic from wired devices – 55% to 45% –Research firm Parks Associates predicts weekly mobile video and TV viewing will increase by 175% from 2012 to 2017 –Recent estimates suggest that global mobile data traffic will grow 13-fold between 2012 and 2017 Therefore, broadband spectrum will be critical to meet future needs There also will be continued need for narrowband for two-way voice and data 3

4. H Block – Licensed Spectrum Auction 96 scheduled for January 14, 2014 –Short form application deadline: November 5, 2013 10 megahertz of paired spectrum at 1915-1920 MHz (uplink) and 1995-2000 MHz (downlink) –Adjacent to widely deployed PCS band –5 + 5 megahertz blocks licensed on an Economic Area (EA) basis –Build-out: 40% of population in 4 years and 75% by end of 10-year license term Bidding credits –Small businesses (average gross revenues for past 3 years < $40 million): 15% –Very small businesses (average gross revenues for past 3 years < $15 million): 25% Opportunity –Small swath of spectrum unlikely to attract participation from AT&T and Verizon –Sprint and DISH are more likely to participate, but maybe not in all markets –Therefore, spectrum may be available in many markets at reasonable prices 4

5. AWS-3 – Licensed Spectrum FCC has said it will commence auction September 2014 –Status: Notice of Proposed Rulemaking (NPRM) with proposed rules released July 23, 2013; currently in reply comment cycle Proposed Spectrum –1695-1710 MHz (uplink; shared with Federal incumbents, if clearing not feasible) –1755-1780 MHz (uplink; shared with Federal incumbents, if clearing not feasible) –2020-2025 MHz (uplink) –2155-2180 MHz (downlink) –Discussion of including additional bands (e.g., 1780-1850 MHz, 2095-2110 MHz) NPRM proposes 5 megahertz blocks on an EA basis with Protection Zones –Would allow for exclusive commercial operations outside Protection Zones –Would require coordination to protect incumbent Federal operations inside Protection Zones –Currently much debate over sharing approach and how Protection Zones are defined Same proposed build-out and small bidding credits as H Block 5

6. AWS-3 (cont.) Auction is generating significant interest –Likely bidders include nationwide carriers –High auction prices anticipated –Wide participation and high prices may depend upon the FCC auctioning the spectrum on a paired basis as recommended by many interested parties Opportunity –If some of the AWS-3 spectrum is auctioned on an unpaired basis, anticipated spectrum use and bidding for the band would be more uncertain –Unpaired spectrum may generate lower prices at auction, giving a wider variety of carriers better chances to obtain spectrum 6

7. Incentive Auction–Mostly Licensed Spectrum FCC aiming for auction at the end of 2014 –Auction of 600 MHz broadcast television spectrum –FCC currently considering comments on recent Public Notice regarding market variability and holding workshops regarding broadcaster relocation reimbursement and repacking issues Reverse Auction –Allowing broadcasters to voluntarily relinquish spectrum in exchange for payments Repacking –Reorganizing the remaining broadcast television band to make spectrum available for wireless use and avoid potential interference Forward Auction of Initial Licenses –Similar to prior competitive bidding except flexible enough to accommodate simultaneous reverse auction

8. Incentive Auction Status Hot Topics: –Market variation of licenses –Broadcaster repacking –Unlicensed use of spectrum Depends on duplex gap Opportunity –"Inconsistent" spectrum across markets –Broadcaster relocation –Unlicensed spectrum

9. "Leftover" Auctions –Licensed Spectrum The FCC offers for auction licenses that remained unsold from previous auctions, licenses on which a winning bidder in a previous auction defaulted, and licenses for spectrum previously associated with licenses that cancelled or terminated Sometimes, the available license does not cover the entire geographic area due to an excluded area or previous partitioning There is potential for leftover spectrum to become available. Example: Recent Paging Auction –Auction 95 of Lower and Upper Paging Bands Spectrum (August 6, 2013) –Pricing and Locations Many licenses between $325-$500 –$325 licenses in the Boston-Worcester MA-NH-RI-VT market $325 to $4,575 in Albany-Schenectady-Troy NY markets $1000 in Los Angeles-San Diego market As high as $47,250 in the Pittsburgh PA-WV market. Opportunity –These auctions do not generate as much interest as the larger auctions, so spectrum can often be obtained at these auctions at reasonable prices

10. 5 GHz Wi-Fi – Unlicensed Spectrum New Spectrum –FCC proposed additional 195 megahertz of spectrum in the 5.35-5.47 GHz (U-NII-2B) and 5.85- 5.925 GHz (U-NII-4) bands for U-NII use. This could increase the spectrum available to unlicensed devices in the 5 GHz band by approximately 35 percent –Additional spectrum may come with fewer restrictions (e.g., outdoor use and power limits) and existing spectrum may have limitations removed –Uncertain as to when the spectrum will become available FCC Goal – To open more 5 GHz spectrum to support next generation Wi-Fi and to address exploding demand for wireless data –Increase in unlicensed/wireless broadband access and investment Opportunity –Useful for Wireless Internet Service Providers (WISPs)

11. 3.5 GHz – Unlicensed Spectrum FCC Proposal –Create a new Citizens Broadband Service in the 3550-3650 MHz band (3.5 GHz Band) to make additional spectrum available for mobile broadband services –Based on PCAST recommendations - three tiers of access Incumbent Priority (utilities, public safety) General Managed by spectrum access system (SAS) Opportunity –WISPs –Possibility of unlicensed spectrum for wireless services

12. Other Spectrum 800 MHz Spectrum –Recent Public Notice advising that additional Sprint “vacated spectrum” will be coming available in October. –Spectrum only available for public safety for now. –Opportunity – Assist your public safety clients obtain spectrum to build out systems. T-Band –Requires the giveback of the T-band spectrum that is used by public safety and business/industry users on a shared basis –The Spectrum Act gives T-band licensees up to 9 years to plan the move to other spectrum and then 2 more years to implement the plan –Opportunity – Higher risk, short term – acquire T-band spectrum today Lower risk, long term – partner with licensees that will be required to relocate

13. Spectrum Conversion In addition to obtaining spectrum at auction, some licensees have been successful at convincing the FCC to convert to commercial mobile use spectrum previously designated for other purposes –DISH obtained FCC permission to convert its Mobile Satellite Service (MSS) spectrum to terrestrial use. It is now known as the AWS-4 band –Globalstar is in the process of attempting the same thing in the Big LEO band – the FCC is expected to issue a Notice of Proposed Rulemaking shortly However, some licensees have failed at this approach (e.g., LightSquared) Opportunity –Look for underutilized spectrum, obtain it and seek regulatory relief. For public safety, a Section of the Communications Act specifically envisions this process 13

14. Partnering Opportunities 14

15. FirstNet Spectrum Act directs the establishment of the First Responder Network Authority (FirstNet) – a nationwide, interoperable broadband network dedicated for public safety use –20 megahertz of spectrum in the 700 MHz band consisting of public safety broadband spectrum and D Block spectrum previously slated for commercial auction –Funded primarily by upcoming spectrum auctions –FirstNet operates as an independent authority within the National Telecommunications and Information Administration (NTIA) –FirstNet envisions a high level of public-private partnership and collaboration Build will consist of each state having a local radio access network (RAN) that connects to the FirstNet core –Each state has the option of (1) having FirstNet construct its state's RAN or (2) opting out and seeking the required approvals and funding from NTIA to build its own RAN meeting FirstNet's security, hardening, and interoperability requirements 15

16. FirstNet (cont.) FirstNet released 10 RFIs in July 2013 seeking input regarding aspects of FirstNet's deployment; RFI responses submitted Aug. 2013 –RFIs specifically encouraged responses from small businesses to help determine small business capabilities/interest and the feasibility of a small business set-aside (including the potential for small business/large business team arrangements) FirstNet will use the input obtained from the RFI process in formulating its strategy and issuing RFPs Opportunity –Smaller providers may be able to participate directly (e.g., by responding to RFPs) –Also indirect opportunities to help with the system build FirstNet likely will need local partners States "opting out" likely will need assistance building their RANs Larger providers likely will need assistance from local partners (e.g., network build, tower access, and local zoning) 16

17. Carrier/Cable Networks Carriers will be building out existing spectrum as well as spectrum being auctioned Cable networks are building out Wi-Fi systems using Distributed Antenna System (DAS) technology –CableWiFi consortium consisting of Comcast, Time Warner Cable, Cablevision, Cox, and Bright House –Agreement allows each provider's high-speed Internet access customers to access the other providers' Wi-Fi hotspots Opportunity –Carriers and cable providers often stressed for personnel, capabilities, and expertise in local areas –Local providers can assist with system build and design, facilities access, and local zoning 17

18. Roaming Roaming obligations –Voice roaming Must be offered on a just, reasonable, and not unreasonably discriminatory basis Considered a common carrier service Rebuttable presumption that a request for voice roaming is reasonable if the requesting carrier's network is technologically compatible –Data roaming Providers of commercial mobile data services must offer data roaming arrangements on "commercially reasonable terms and conditions" Not considered a common carrier service No presumption that a request for data roaming is reasonable –FCC will address roaming disputes on a case-by-case basis, using a non-exclusive list of factors Opportunity –FCC roaming rules provide smaller carriers with the ability to obtain reasonable roaming from other carriers –This means that theoretically, a smaller carrier could obtain a license in one market and build a nationwide presence through roaming –However, obtaining reasonable roaming from larger carriers has proved difficult as a practical matter 18

19. Broadcaster Relocations Post Incentive Auction once repacking is complete Opportunity –Assist broadcasters move to new spectrum they may be assigned as a result of repacking

20. Questions? 20