Telecommunication Systems 10K 2013 Annual report | TSYS Filing

Exhibit 10.36

EXECUTION VERSION

AMENDMENT NO. 2 TO

CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made as of February 28, 2014, by and among TELECOMMUNICATION SYSTEMS, INC., a Maryland corporation (“TCS”), SOLVERN INNOVATIONS, INC., a Maryland corporation (“Solvern”), NETWORKS IN MOTION, INC., a Delaware corporation (“NIM”), MICRODATA GIS, INC., a Vermont corporation (“microDATA GIS”), MICRODATA, LLC, a Maryland limited liability company (“microDATA LLC”), NEXTGEN COMMUNICATIONS, INC., a Maryland corporation (“NextGen,” and together with TCS, Solvern, NIM, microDATA GIS, and microDATA LLC, jointly and severally, individually and collectively, referred to as the “Borrower”), the several banks and other financial institutions or entities parties hereto as lenders hereunder (each a “Lender” and collectively, the “Lenders”), SILICON VALLEY BANK, as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Credit Agreement (as defined below).

BACKGROUND

WHEREAS,		the parties hereto are parties to that certain Credit Agreement dated June 25, 2013 as amended by Amendment No. 1 to Credit Agreement dated as of July 29, 2013 (as it may be further amended, restated, supplemented, and modified from time to time, the “Credit Agreement”);

WHEREAS,		the Lenders have extended credit to the Borrower for the purposes permitted in the Credit Agreement;

WHEREAS,		the Loan Parties have requested that the Lenders modify certain of the provisions of the Credit Agreement as more fully set forth in this Amendment; and

WHEREAS,		subject to the representations and warranties of the Loan Parties in this Amendment and the Loan Documents and the terms and conditions set forth in this Amendment, the Lenders are willing to so amend the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound, the parties hereto agree as follows:

AGREEMENT

1. Amendments to Credit Agreement.

1.1	Third Recital to Credit Agreement. The third recital to the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“WHEREAS, the Lenders have agreed to extend certain credit facilities to the Borrower, upon the terms and conditions specified in this Agreement, in an aggregate amount not to exceed $130,000,000, consisting of (i) a term A loan facility in the aggregate principal amount of $56,500,000 and (ii) a delayed draw term loan facility in the aggregate principal amount of $43,500,000, available to be drawn as set forth in Sections 2.1(b), 4.16 and 5.3 hereof, and (iii) a revolving loan facility in an aggregate principal amount of up to $30,000,000, (iv) a letter of credit sub-facility in the aggregate availability amount of $10,000,000 (as a sublimit of the revolving loan facility); and (v) a swingline sub-facility in the aggregate availability amount of $5,000,000 (as a sublimit of the revolving loan facility);”

1.2	Section 1.1. The definition of “Cash Equivalents” in Section 1.1 of the Credit Agreement is hereby amended by (i) the deletion of “or” immediately before clause (h) therein, and (ii) the deletion of the “.” at the end thereof and the insertion of the following new language in lieu thereof:

“; or (i) other than for the purposes of Section 7.23, any of the foregoing set forth in clauses (a) through (h) above, without giving effect to any maturities or ratings specified above, and floating rate securities, asset backed securities, corporate bonds, including Eurodollar issues of U.S. corporations and U.S. dollar denominated issues of foreign corporations, obligations of states and municipalities, and collateralized mortgage obligations issued by the United States government or any agency thereof and backed by the full faith and credit of the United States government, in each case with respect to any investments under this clause (i), only to the extent such investments are made in accordance with TCS’ investment policy in effect on the Closing Date attached hereto as Exhibit M.”

1.3	Section 1.1. The definition of “Consolidated Senior Leverage Ratio” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

““Consolidated Senior Leverage Ratio”: as at the last day of any period, the ratio of (a) Consolidated Senior Indebtedness on such day, to (b) Consolidated EBITDA for such period (which Consolidated Senior Leverage Ratio shall, for all purposes herein (including, without limitation, this financial covenant, Permitted Acquisitions, Excess Cash Flow and calculation of the Applicable Margin), be calculated at all times prior to the termination of the Delayed Draw Term Loan Commitments to give pro forma effect as if the Delayed Draw Term Loans had been fully drawn (less (i) the amount of any principal amortization of the Delayed Draw Term Loans made after the funding thereof, and (ii) the amount of cash repayments, purchases or redemptions of the 2014 Convertible Unsecured Notes made by the Loan Parties after the Closing Date pursuant to Section 7.6(i) that were not contemporaneously (or within five (5) Business Days) refinanced with the proceeds of the 2014 Note Refinancing Delayed Draw Term Loans). For the avoidance of doubt, all Capital Lease Obligations shall be included in Consolidated Senior Indebtedness for purposes of calculating the Consolidated Senior Leverage Ratio.”

1.4	Section 1.1. The definition of “Excess Cash Flow” in Section 1.1 of the Credit Agreement is hereby amended by the deletion of the “.” at the end thereof and the insertion of the following language in lieu thereof:

“, plus (f) the aggregate amount of mandatory prepayments of the Term Loans pursuant to Section 2.12(c) during such fiscal year from the proceeds of Permitted Patent Sales.”

1.5	Section 1.1. The definition of “Liquidity” in Section 1.1 of the Credit Agreement is hereby amended by deleting the word “SVB” therein and inserting “any Lender” in lieu thereof.

1.6	Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by the addition of the following definitions in alphabetical sequence therein reading as follows:

““2014 Note Refinancing Delayed Draw Term Loans”: as defined in Section 2.1(b).

“Foreign Patents”: the patents set forth on Schedule 1.1B hereto.

“Mapped to Products Patents”: the patents set forth on Schedule 1.1C hereto.

“Not Mapped to Products Patents”: the patents set forth on Schedule 1.1D hereto.

“Reimbursement Delayed Draw Term Loans”: as defined in Section 2.1(b).

“Second Amendment Effective Date”: February 28, 2014.”

1.7	Section 2.1(b). Section 2.1(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Delayed Draw Term Commitments. Subject to the terms and conditions hereof, each Delayed Draw Term Lender severally agrees to make (i) Delayed Draw Term Loans to the Borrowers during the period commencing on the Closing Date and ending on the earlier of (A) November 8, 2014 and (B) the date on which the 2014 Convertible Unsecured Notes are paid in full, the proceeds of which Delayed Draw Term Loans shall be used by the Borrowers solely to refinance the 2014 Convertible Unsecured Notes contemporaneously with (or within five (5) Business Days thereafter) the repayment, purchase or redemption thereof by the Loan Parties and to pay related fees and expenses (such Delayed Draw Term Loans are referred to herein as “2014 Note Refinancing Delayed Draw Term Loans”) and (ii) Delayed Draw Term Loans to the Borrowers during the period commencing on March 31, 2015 and ending on April 30, 2015, the proceeds of which Delayed Draw Term Loans shall be used by the Borrowers solely to reimburse, on a dollar for dollar basis, the Loan Parties for prior cash repayments, purchases or redemptions of the 2014 Convertible Unsecured Notes made by the Loan Parties after Closing Date pursuant to Section 7.6(i) that were not contemporaneously (or within five (5) Business Days) refinanced with the proceeds of the 2014 Note Refinancing Delayed Draw Term Loans and not otherwise previously refinanced with the proceeds of the Delayed Draw Term Loans, and to pay related fees and expenses (such Delayed Draw Term Loans are referred to herein as “Reimbursement Delayed Draw Term Loans”). The aggregate principal amount of all Delayed Draw Term Loans made by each Delayed Draw Term Lender shall not exceed the Delayed Draw Term Commitment of such Lender. The aggregate principal amount of all Reimbursement Delayed Draw Term Loans made by all Delayed Draw Term Lenders shall not exceed $18,938,000. With respect to the Reimbursement Delayed Draw Term Loans, for purposes of Section 5.3(c) the Lenders shall have received evidence satisfactory to the Lenders of the Borrower’s compliance with the Consolidated Senior Leverage Ratio, calculated on a pro forma basis after giving effect to the funding of the Delayed Draw Term Loans, for the fiscal quarter ending March 31, 2015 less 0.25x. The Delayed Draw Term Loans may be drawn in up to five (5) separate draws of not less than $5,000,000 each; provided that the Reimbursement Delayed Draw Term Loans only may be drawn in one single draw. Delayed Draw Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.”

1.8	Section 2.12(c). Section 2.12(c) of the Credit Agreement is hereby amended by the addition of the following language at the end thereof:

“If any Group Member shall receive Net Cash Proceeds from any Permitted Patent Sale, (i) at any time at which the Consolidated Senior Leverage Ratio for the most recently ended fiscal quarter is equal to or greater than 3.00x, 50% such Net Cash Proceeds shall be applied within five (5) Business Days after receipt thereof toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e), or (ii) at any time at which the Consolidated Senior Leverage Ratio for the most recently ended fiscal quarter is equal to or greater than 2.00x but less than 3.00x, 25% such Net Cash Proceeds shall be applied within five (5) Business Days after receipt thereof toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). For avoidance of doubt, at any time at which the Consolidated Senior Leverage Ratio for the most recently ended fiscal quarter is less than 2.00x, no mandatory prepayment with respect to Permitted Patent Sales shall be required.”

1.9	Section 4.16. The second sentence of Section 4.16 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“The proceeds of the 2014 Note Refinancing Delayed Draw Term Loans shall be used solely to refinance the 2014 Convertible Unsecured Notes contemporaneously with (or within five (5) Business Days thereafter) the repayment, purchase or redemption thereof by the Loan Parties and to pay related fees and expenses. The proceeds of the Reimbursement Delayed Draw Term Loans shall be used solely to reimburse, on a dollar for dollar basis, the Loan Parties for prior cash repayments, purchases or redemptions of the 2014 Convertible Unsecured Notes made by the Loan Parties after Closing Date pursuant to Section 7.6(i) that were not contemporaneously (or within five (5) Business Days) refinanced with the proceeds of 2014 Note Refinancing Delayed Draw Term Loans and not otherwise previously refinanced with the proceeds of Reimbursement Delayed Draw Term Loans, and to pay related fees and expenses.”

1.10	Sections 5.3 (a), (b) and (c). Sections 5.3(a), (b) and (c) of the Credit Agreement are hereby amended and restated in their entireties to read as follows:

“(a) No 2014 Note Refinancing Delayed Draw Term Loans shall be funded after that date that is earlier of (i) November 8, 2014 and (ii) the date on which the 2014 Convertible Unsecured Notes are paid in full, and no Reimbursement Delayed Draw Term Loans shall be funded after April 30, 2015;

(b) The proceeds of the 2014 Note Refinancing Delayed Draw Term Loans shall be used solely to refinance the 2014 Convertible Unsecured Notes contemporaneously with (or within five (5) Business Days thereafter) the repayment, purchase or redemption thereof by the Loan Parties and to pay related fees and expenses. The proceeds of the Reimbursement Delayed Draw Term Loans shall be used solely to reimburse, on a dollar for dollar basis, the Loan Parties for prior cash repayments, purchases or redemptions of the 2014 Convertible Unsecured Notes made by the Loan Parties after Closing Date pursuant to Section 7.6(i) that were not contemporaneously (or within five (5) Business Days) refinanced with the proceeds of 2014 Note Refinancing Delayed Draw Term Loans and not otherwise previously refinanced with the proceeds of Reimbursement Delayed Draw Term Loans, and to pay related fees and expenses.

(c) Receipt by the Lenders of evidence satisfactory to the Lenders that the Borrower is in compliance with the Consolidated Senior Leverage Ratio, calculated on a pro forma basis after giving effect to the funding of the Delayed Draw Term Loans, for the four consecutive trailing fiscal quarters of the Borrower ending on the last day of the most recently ended fiscal quarter less 0.25x.”

1.11	Section 7.1. Section 7.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as at the last day of any fiscal quarter for the period of four consecutive fiscal quarters of the Borrower then ending to be less than the ratio set forth below opposite such fiscal quarter:

Fiscal Quarter Ending	Consolidated Fixed Charge Coverage Ratio
September 30, 2013, December 31, 2013, March 31, 2014, June 30, 2014 and September 30, 2014		1.15:1.00
December 31, 2014 and each fiscal quarter ending thereafter		1.25:1.00

(b) Consolidated Senior Leverage Ratio. Permit the Consolidated Senior Leverage Ratio of Borrower and its Subsidiaries, as at the last day of any period of four consecutive trailing fiscal quarters of the Borrower ending with any month set forth below to exceed the ratio set forth below opposite such period:

Four Fiscal Quarter Period Ending	Maximum Consolidated Senior Leverage Ratio
9/30/2013		3.50x
12/31/2013		3.50x
3/31/2014		3.50x
6/30/2014		3.50x
9/30/2014		3.50x
12/31/2014		3.25x
3/31/2015		3.25x
6/30/2015		3.00x
9/30/2015		2.75x
12/31/2015		2.50x
3/31/2016 and each fiscal quarter ending thereafter		2.00x

(c) Liquidity. Permit at any time during the period commencing on the Second Amendment Effective Date through and including December 31, 2015 (provided that in the event that an Event of Default has occurred and is continuing on December 31, 2015, such period shall be extended to that date following December 31, 2015 on which no Event of Default has occurred and is continuing) the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries on deposit or held in accounts maintained with any Lender or any Affiliates thereof to be less than the sum of (i) $35,000,000 plus (ii) as of any date of determination, the sum of the Revolving Extensions of Credit of all Lenders then outstanding.”

1.12	Section 7.5(h). Section 7.5(h) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(h) sales of Mapped to Products Patents, Not Mapped to Products Patents and Foreign Patents for consideration not to exceed in the aggregate $5,000,000 per fiscal quarter or $25,000,000 for all such sales while the Loan Documents remain in effect (each a “Permitted Patent Sale”); provided that (i) the consideration for Permitted Patent Sales of Mapped to Products Patents shall not exceed $10,000,000 (as a sub-limit of the aggregate consideration cap of $25,000,000 set forth above) for all such sales while the Loan Documents remain in effect and (ii) no Permitted Patent Sale may be made in the event that an Event of Default has occurred and is continuing or would result after giving effect to each such Permitted Patent Sale. The Borrower shall give the Administrative Agent prior written notice of each Permitted Patent Sale which notice shall identify the specific Mapped to Products Patents, Not Mapped to Products Patents and/or Foreign Patents being Disposed of and the proceeds to be received from such Permitted Patent Sale. Proceeds of Permitted Patent Sales shall be applied to the redemption of the Term Loans in accordance with Section 2.12(c). Attached hereto as Schedule 7.5(h) is a list of the Patents of the Borrower and its Subsidiaries that are revenue generating or otherwise material to the business of the Borrower and its Subsidiaries as of the Second Amendment Effective Date (each of the Patents on such schedule as updated from time to time pursuant to Section 6.8(h) is referred to herein as a “Core Patent”). For the avoidance of doubt, the parties agree that in no event shall any Core Patent be Disposed of in any Permitted Patent Sale or otherwise;”

1.13	Section 7.5(m). Section 7.5(m) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(m) Dispositions of other property (other than any Intellectual Property) having a fair market value not to exceed $1,000,000 in the aggregate for any fiscal year of the Borrower, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans if required in accordance with Sections 2.12(c) and (e);”

1.14	Section 7.6(i). Section 7.6(i) of the Credit Agreement is hereby amended by deleting the word “SVB” therein and inserting “any Lender” in lieu thereof.

1.15	Section 10.1(a). The proviso at the end of the second sentence of Section 10.1(a) of the Credit Agreement is hereby amended by the deletion of the “or” before clause (I) thereof and the insertion of the following language after Clause (I) thereof:

“; or (J) amend or modify the conditions to the availability of the Delayed Draw Term Loans in Sections 2.1(b), 4.16 or 5.3 without the written consent of all Term Lenders.”

1.16

Schedules/Exhibits. Schedules 1.1B, 1.1C, and 1.1D to the Credit Agreement are attached hereto as Exhibit A. Schedule 7.5(h) to the Credit Agreement is deleted in its entirety and replaced with the form of Schedule 7.5(h) attached hereto as Exhibit B. Exhibit B to the Credit Agreement (Form of Compliance Certificate) is deleted in its entirety and replaced with the form of Compliance Certificate attached hereto as Exhibit C. Exhibit M (TCS Investment Policy) to the Credit Agreement is attached hereto as Exhibit D.

2. Representations, Warranties and Acknowledgements.

2.1	The Loan Parties hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that:

(a)

immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing;

(b)	Each Loan Party has the corporate power and authority to execute and deliver this Amendment and to perform their obligations under the Loan Documents, as amended by this Amendment;

(c)

the execution and delivery by the Loan Parties of this Amendment and the performance by the Loan Parties of their obligations under the Loan Documents, as amended by this Amendment, have been duly authorized by all necessary corporate or limited liability company action on the part of the Loan Parties;

(d)

this Amendment has been duly executed and delivered by the Loan Parties and is the binding obligation of each Loan Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principals (whether enforcement is sought by proceedings in equity or at law); and

(e)	as of the date hereof, no Loan Party has any defenses against the obligations to pay any amounts under the Obligations.

2.2	The Loan Parties acknowledge that the Administrative Agent and the Lenders have acted in good faith and have conducted in a commercially reasonable manner their relationships with the Loan Parties in connection with this Amendment and in connection with the Loan Documents.

2.3

The Loan Parties understand and acknowledge that the Administrative Agent and the Lenders, are entering into this Amendment in reliance upon, and in partial consideration for, the above representations, warranties, and acknowledgements, and the Loan Parties agree that such reliance is reasonable and appropriate.

3. Limitation. The amendments set forth in Section 1 of this Amendment of this Amendment shall be limited precisely as written and shall not be deemed (a) to be a waiver, amendment or modification of any other term or condition of the Credit Agreement, of any instrument or agreement referred to therein, or of any other Loan Document, (b) to be an agreement to forbear with respect to any breach or Event of Default, (c) to prejudice any right or remedy which one or more of the Administrative Agent and the Lenders may now have or may have in the future under or in connection with the Loan Documents or any instrument or agreement referred to therein, or (d) to be a consent to any future amendment, modification, or waiver of any Loan Document, or any of the provisions thereof. Except as expressly amended or waived hereby, nothing in this Amendment shall, or shall be construed to, modify, impair, or affect any of the covenants, agreements, terms, or conditions of the Credit Agreement or any other Loan Document all of which shall remain in full force and effect in accordance with their respective terms.

4. Conditions. This Amendment shall become effective upon the fulfillment by the Loan Parties, in a manner reasonably satisfactory to Administrative Agent and the Lenders, of all of the following conditions precedent:

4.1	No Default. No Default or Event of Default shall have occurred and be continuing and all representations and warranties in Section 2 shall be true and correct in all material respects.

4.2	Execution of this Amendment. Each of the parties hereto shall have duly executed a counterpart of this Amendment and each shall have delivered the same to Administrative Agent.

4.3

Expenses. The Administrative Agent shall have received payment of all of its costs and expenses incurred through the effective date of this Amendment pursuant to and in accordance with the Credit Agreement, including the reasonable costs and expenses of counsel to the Administrative Agent incurred in connection with this Amendment

4.4

Fees. The Borrower shall have paid to the Administrative Agent, for the account of each Lender, an amendment fee equal to 0.10% of the aggregate principal amount of the commitments in respect of the Facilities of the Lenders under the Credit Agreement on the Second Amendment Effective Date, as follows:

(i)	$39,744.23 to SVB;

(ii)	$34,766.20 to Manufacturers & Traders Trust Company;

(iii)

$14,904.09 to General Electric Capital Corporation;

(iv)	$19,872.11 to GE Capital Bank; and

(v)	$19,872.11 to PNC Bank, National Association.

The Amendment Fee will be due and payable in full on the Second Amendment Effective Date.

5. Counterparts. This Amendment may be signed in any number of counterparts, and by different parties hereto in separate counterparts, with the same effect as if the signatures to each such counterpart were upon a single instrument. All counterparts shall be deemed an original of this Amendment.

6. Integration. This Amendment and any documents executed in connection herewith or pursuant hereto contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto.

7. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

BORROWER:

TELECOMMUNICATION SYSTEMS, INC.

By:		/s/ Thomas M. Brandt, Jr.
Name:		Thomas M. Brandt, Jr.
Title:		Senior Vice President and Chief Financial Officer

SOLVERN INNOVATIONS, INC.

By:		/s/ Thomas M. Brandt, Jr.
Name:		Thomas M. Brandt, Jr.
Title:		Treasurer

NETWORKS IN MOTION, INC.

By:		/s/ Thomas M. Brandt, Jr.
Name:		Thomas M. Brandt, Jr.
Title:		Treasurer

MICRODATA GIS, INC.

By:		/s/ Thomas M. Brandt, Jr.
Name:		Thomas M. Brandt, Jr.
Title:		Treasurer

MICRODATA, LLC

By:		/s/ Thomas M. Brandt, Jr.
Name:		Thomas M. Brandt, Jr.
Title:		Treasurer

[Signature page 1 to Amendment No. 2 to Credit Agreement]

NEXTGEN COMMUNICATIONS, INC.

By:		/s/ Thomas M. Brandt, Jr.
Name:		Thomas M. Brandt, Jr.
Title:		Treasurer

[Signature page 2 to Amendment No. 2 to Credit Agreement]

ADMINISTRATIVE AGENT:

SILICON VALLEY BANK,
as the Administrative Agent

By:		/s/ Michael Shuhy
Name:		Michael Shuhy
Title:		Vice President

[Signature page 3 to Amendment No. 2 to Credit Agreement]

LENDERS:

SILICON VALLEY BANK, as Issuing Lender, Swingline Lender and as a Lender

By:		/s/ Michael Shuhy
Name:		Michael Shuhy
Title:		Vice President

GE CAPITAL BANK, as a Lender

By:		/s/ Heather Leigh Glade
Name:		Heather Leigh Glade
Title:		Duly Authorized Signatory

GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender

By:		/s/ Susan Bassett
Name:		Susan Bassett
Title:		Duly Authorized Signatory

PNC BANK, NATIONAL ASSOCIATION as a Lender

By:		/s/ Timothy M. Naylon
Name:		Timothy M. Naylon
Title:		Senior Vice President

[Signature page 4 to Amendment No. 2 to Credit Agreement]

MANUFACTURERS & TRADERS TRUST COMPANY, as a Lender

By:		/s/ Mary Frances Isakov
Name:		Mary Frances Isakov
Title:		Vice President

[Signature page 5 to Amendment No. 2 to Credit Agreement]

EXHIBIT A

Schedules 1.1B, 1.1C, and 1.1D

A-1

TeleCommunication Systems, Inc.

FOREIGN PATENTS

Count	APPL. NO./FILING DATE	TITLE	Issue Date	Patent Number

1	20-482	(Bunny Hop)		Australian
	Issued	Nat. Stage of		Grant No.
		PCT/US99/24738		755380

2	20-481	(Bunny Hop)	4/21/04	Korean Pat.
	Korean Pat. No.	Nat. Stage of		429942
	429942	PCT/US99/24738
	4/21/2004

3	Danish Pat. No.	Fremgangsrnade til		Danish Patent
	PR 171571	transmission at data fra en		No. 171571
		sender til en eller flere
		modtagere
		(IFX/Datatransmission)

4	European Pat. No.	A Method of Transmitting		European
	0731964	Data from a Transmitter to		Patent No.
	Registered EP-	One or More Receivers		0731964
	validation in Great
	Britain

5	European Pat. No.	A Method of Transmitting		European
	0731964	Data from a Transmitter to		Patent No.
		One or More Receivers		0731964

6	European Pat. No.	A Method of Transmitting		Eur. Pat. No.
	0731964	Data from a Transmitter to		0731964
	Registered EP-	One or More Receivers
	validation in France

7	20-483	(Bunny Hop)		New Zealand
	New Zealand Patent	Nat. Stage of		Pat. No.
	511446	PCT/US99/24738		511446

8	20-478	(Bunny Hop)		Mexican Pat.
	Mex. Pat. No. 227034	Nat. Stage of		No. 227034
		PCT/US99/24738

9	20-477	(Bunny Hop)	3/14/06	Canadian Pat.
	Canadian Pat. No.	Nat. Stage or		No. 2,348,008
	2,348,008	PCT/US99/24738
	March 14, 2006

10	20-480	(Bunny Hop)	9/17/06	Israeli Pat. No.
	Registration No:	Nat. Stage of		142,826
	142826	PCT/US99/24738
	Registration Date:
	Sept. 12, 2006

Page 1

TeleCommunication Systems, Inc.

FOREIGN PATENTS

Count	APPL. NO./FILING DATE	TITLE	Issue Date	Patent Number

11	20-580	A Method of Transmitting	2/28/07	Denmark
	99202686.4	Data		Pat. No.
	Pat No. EP 0957462	From A Transmitter To One		EP 0957462
	Feb. 28, 2007	or
	validated in	More Receivers
	DENMARK	(IFX/Data Transmission)
		(DIV. Appl. Based on EP
		0731964)

12	20-580	A Method of Transmitting	2/28/07	French
	99202686.4	Data From A Transmitter To One		Pat. No.
	Pat No. EP 0957462	or More Receivers		0957462
	Feb. 28, 2007	(IFX/Data Transmission)
	validated in FRANCE	(DIV. Appl. Based on EP
		0731964)

13	20-580	A Method of Transmitting	2/28/07	German
	99202686.4	Data From A Transmitter To One		Pat. No.
	Pat No. EP 0957462	or More Receivers		0957462
	Feb. 28, 2007	(IFX/Data Transmission)
	validated in	(DIV. Appl. Based on EP
	GERMANY	0731964)

14	20-580	A Method of Transmitting	2/28/07	Great Britain
	99202686.4	Data From A Transmitter To One		Pat. No.
	Pat No. EP 0957462	or More Receivers		0957462
	Feb. 28, 2007	(IFX/Data Transmission)
	validated in UK	(DIV. Appl. Based on EP
		0731964)

15	20-579	A Method of Transmitting Data	10/13/2008	Danish Pat.
	Danish Pat. Appl. No.	From A Transmitter To One		No. PR176594
	PA199500850	or More Receivers
	July 20, 1995	(IFX/Data Transmission)
	Danish Pat. No.	(DIV. Appl. Based on Danish
	PR176594	patent PR 171571
	Issued: Oct. 13, 2008

16	20-880	User Plane Location Based	2/17/09	Mexican
	PCT/US04/40115	Service Using Message		Pat. No.
	Dec. 2, 2004	Tunneling To Support		026430
	(PCT of 20-526)	Roaming
	Mexican Pat. No.
	264630
	Feb. 17, 2009

17	20-883	User Plane Location Based	4/23/09	Australian
	PCT/US04/40115	Service Using Message		Pat. No.
	Dec. 2, 2004	Tunneling To Support		2004297943
	Austr. Appl. No.	Roaming
	2004297943
	(PCT of 20-526)
	Australia Pat. No.
	2004297943
	April 23, 2009

Page 2 of 10

TeleCommunication Systems, Inc.

FOREIGN PATENTS

Count	APPL. NO./FILING DATE	TITLE	Issue Date	Patent Number

18	20-577	Wireless Network Location-	8/13/09	Australian
	(Corresponding US	Based Reference		Pat. No.
	case is 20-520)	Information		2004301637
	10/623,156
	7/21/2003
	Australian Pat. No.
	2004301637
	Aug. 13, 2009

19	30566.201-JP-WO	Mobile Device Locator		Japanese
	Jap. Pat. No.	System		Pat. No.
	4167179			4167179

20	Australian Appl. No.	Position Determination		Australian Pat.
	2002/2320609	System		No. 2002320609
	July 16, 2002
	Australia Pat. No.
	2002320609
	Dec. 18, 2008

21	Australian Appl. No.	Method and Apparatus for		Australian Pat.
	20033217926	Sending, Retrieving, and		No. 2003217926
	March 3, 2003	Planning Location Relevant
	Australia Pat. No.	Information
	2003217926
	Dec. 30, 2008

22	India Appl. No.	Method and System for		India Pat. No.
	475/KOLNP/2006	Collecting, Synchronizing,		226773
	Aug. 9, 2004	and Reporting
	India Pat. No. 226773	Telecommunication Call
	Dec. 24, 2008	Events and Work Flow
		Related Information

23	Israeli Appl. No.	Method and Apparatus for		Israeli Pat. No.
	1315/KOLNP/2004	Sending, Retrieving, and		163,861
	March 3, 2003	Planning Location Relevant
	Israeli Pat. No.	Information
	163861
	Sept. 16, 2009

24	20-886	User Plane Location Based		Japanese
	pct/us04/40115	Service Using Message		Pat. No.
	Dec. 2, 2004	Tunneling To Support		4537408
	2006-542691	Roaming
	(PCT of 20-526)

25	20-663	Temporary ENUM Gateway		Australian
	(US = 20-820)			Pat. No.
	60/670,279			2006235297
	April 12, 2005
	11/400,279
	April 10, 2006
	(US = 20-820)
	PCT/US06/13233
	(PCT = 20-872)
	Nat’l Stage

Page 3 of 10

TeleCommunication Systems, Inc.

FOREIGN PATENTS

Count	APPL. NO./FILING DATE	TITLE	Issue Date	Patent Number

26	20-383	Method and System For		Indian Pat. No.
	81/KOLNP/2004	Providing Position		238729
	Jan. 22, 2004	Information Caller/Receiver		Granted:
	Granted	Using Telecommunication		Feb. 18, 2010
	April 22, 2010	Network
	Indian Pat. No.
	238729
	Granted Feb. 18, 2010

27	20-344	Method and Apparatus for		German Pat. No.
	(DE of 20-362)	Sending, Retrieving, and		60334974.9-08
	EP 03-713901.1	Planning Location Relevant
	March 3, 2003	Information
	German Pat. No.
	60334974.9-08

28	20-667	Temporary ENUM Gateway		Russian
	Russ Pat No			Pat. No.
	2412552			2412552
	Feb. 20, 2011
	(US = 20-820)
	60/670,279
	April 12, 2005
	11/400,279
	April 10, 2006
	(US = 20-820)
	PCT/US06/13233
	(PCT = 20-872)
	Nat’l Stage
	Russian Appl. No:
	2007141703
	filed May 20, 2009

29	20-367	Position Determination		Canadian Pat.
	2454051	System		No. 2,454,051
	Jan. 16, 2004
	Canadian Pat No
	2454051
	Jan. 25, 2011

30	20-381	Method and System for		Australian
	2006220547	Identifying arid Defining		Pat. No.
	March 7, 2006	Geofences		2006220547
	Aust Pat No
	2006220547
	March 17, 2011

31	20-382	Method and System for a		Australian
	2006321767	User Input Solution for a		Pat. No.
	Aust Pat No	Limited Telecommunication		2006321767
	206321767	Device
	March 10, 2011

Page 4 of 10

TeleCommunication Systems, Inc.

FOREIGN PATENTS

Count	APPL. NO./FILING DATE	TITLE	Issue Date	Patent Number

32	20-309	Mobile Device Locator		Japanese
	Jap Pat No 4665255	System		Pat. No.
	Jan. 21, 2011			4865255
	30566.201-JP-D1
	Jap. Pat. Appl. No.
	2007-169806
	(divisional)
	Dec. 26, 2002

33	20-342	Method and Apparatus for		Great Britain
	(GB of 20-362)	Sending, Retrieving, and		Pat. No.
	Validated	Planning Location Relevant		1481221
	EP 03-713901.1	Information
	March 3, 2003

34	20-343	Method and Apparatus for		French
	(FR of 20-362)	Sending, Retrieving, and		Pat. No.
	Validated	Planning Location Relevant		1481221
	EP 03-713901.1	Information
	March 3, 2003

35	20-345	Method and Apparatus for		Spanish
	(ES of 20-362)	Sending, Retrieving, and		Pat. No.
	Validated	Planning Location Relevant		1481221
	EP 03-713901.1	Information
	March 3, 2003

36	20-346	Method and Apparatus for		Swedish
	(SE of 20-362)	Sending, Retrieving, and		Pat. No.
	Validated	Planning Location Relevant		1481221
	EP 03-713901.1	Information
	March 3, 2003

37	20-581	A Method of Transmitting		Italian
	941946.6	Data Items to a Number of		Pat. No.
	May 27, 2011	Mobile Stations, A Mobile		1192823
	EP Pat. No. 1192823	Station, and a Storage
		Module

38	20-692	Voice Over Internet Protocol		Mexican
	Nat’l stage of	(VoIP) Location Based		Pat. No.
	20-607 PCT	Conferencing		283285
	Mex. Appl. No.:
	MX/a/2008/004489
	April 4, 2008
	Mex. Pat. No. 283285
	Granted: Jan. 24, 2011

39	20-380	Method and System for		Australian
	Australian Appl. No.	Enabling an Off Board		Pat. No.
	2005292243	Navigation Solution		2005292243
	Oct. 3, 2005
	Issued: June 23, 2011

Page 5 of 10

TeleCommunication Systems, Inc.

FOREIGN PATENTS

Count	APPL. NO./FILING DATE	TITLE	Issue Date	Patent Number

40	20-659	Temporary ENUM Gateway		Mexican
	(US = 20-820)			Pat. NO.
	60/670,279			283282
	April 12, 2005
	11/400,279
	April 10, 2006
	(US = 20-820)
	PCT/US06/13233
	(PCT = 20-872)
	Nat’l Stage
	Mexican Pat. No.
	283282

41	20-992	Secure Location Session
	60/858,337	Manager
	Nov. 13, 2006
	11/709,058
	Feb. 22, 2007
	(Corresponding US
	case is 20-614)
	(PCT of 20-672)

42	20-945	Device Based Trigger For
	Russian Appl. No.	Location Push Event (PCT of
	2009114826	20-875)
	PCT/US07/20207
	Sept. 17, 2007
	(US = 20-875)
	(PCT = 20-649)

43	20-956	Location Based Messaging
	European Pat. No.
	1726171
	June 20, 2012
	EP5713957.8 - 1525
	February 22, 2005

44	20-306	Location Sensitive		Jap. Pat. No.
	Jap Pat. No. 5081904	Messaging		5081904
	Jap Pat Appl No
	2009-512228
	May 19, 2006
	Based on:
	PCT/US07/069181
	May 17, 2007
	US 11/437,041
	May 19, 2006

45	20-956	Location Based Messaging
	European Pat. No.
	1726171
	June 20, 2012
	EP5713957.8 - 1525
	February 22, 2005

Page 6 of 10

TeleCommunication Systems, Inc.

FOREIGN PATENTS

Count	APPL. NO./FILING DATE	TITLE	Issue Date	Patent Number

46	20-942	Device Based Trigger For		Mex. Pat. No.
	PCT/US07/20207	Location Push Event (PCT of		295525
	Sept. 17, 2007	20-875)
	(US = 20-875)
	(PCT = 20-649)
	Mex. Pat. No. 295525
	Feb. 2, 2012

47	20-960	Meeting Location
	Japanese Appl. No.:	Determination Using Spatio-
	JP2004-531116	Semantic Modeling
	August 20, 2003
	Jap. Pat. No.
	5072183
	Issued: Aug. 31, 2012

48	20-699	VoIP Location Based Multi-	10/22/2013	Mex. Pat. No.
	PCT/US06/42469	User Conferencing		304504
	Oct. 31, 2006
	(PCT of 20-611)
	(US = 20-855)
	MX/a/2008/005964
	May 7, 2008

49	20-664	Temporary ENUM Gateway	12/14/2012	Jap. Pat No.
	PCT/US06/13233			5155151
	(PCT = 20-872)
	Nat’l Stage
	Jap. Appl. No. 2008-
	506561

50	20-957	Mobile Device Locator	12/31/2013	EP. Pat. No.
	EP2792540.3	Adapter System		1459505A
	December 26, 2002
	EP1459505A

51	20-957	Mobile Device Locator	4/10/2013	EP. Pat. No.
	Validated in	Adapter System		1459505A
	FRANCE
	EP2792540.3
	December 26, 2002
	EP1459505A

52	20-957	Mobile Device Locator	4/10/2013	EP. Pat. No.
	Validated in the UK	Adapter System		1459505A
	EP2792540.3
	December 26, 2002
	EP1459505A

53	20-239	Enhanced Location Based	11/16/2012	EP. Pat. No.
	(PCT of 20-391)	Call Related Information
	PCT/US11/00671	(CallerlD)
	April 13, 2011
	EP

Page 7 of 10

TeleCommunication Systems, Inc.

FOREIGN PATENTS

Count	APPL. NO./FILING DATE	TITLE	Issue Date	Patent Number

54	20-988	Secure Location Session	11/2/2012	JP Pat. No.
	60/858,337	Manager		5123311
	Nov. 13, 2006
	11/709,058
	Feb. 22, 2007
	(Corresponding US
	case is 20-614)
	(PCT of 20-672)
	Laid Open No.
	2010-509889
	March 25, 2010

55	20-991	Secure Location Session	7/18/2012	301466
	60/858,337	Manager
	Nov. 13, 2006
	11/709,058
	Feb. 22, 2007
	(Corresponding US
	case is 20-614)
	(PCT of 20-672)
	MX/a/200/005133
	May 13, 2009

56	20-998	User Plane Location	5/15/2012	299193
	60/861,267	Services Over Session
	Nov. 28, 2006	Initiation Protocol (SIP)
	11/638,548
	Dec. 14, 2006
	(Corresponding US
	case is 20-617)
	(PCT of 20-676)
	MX/a/2009/005563
	May 26, 2009

57	20-885	User Plane Location Based	3/27/13	Chinese Pat No.
	Chinese Pat No.	Service Using Message		ZL200480040
	ZL200480040677.2	Tunneling To Support		677.2
	March 27, 2013	Roaming
	PCT/US04/40115
	Dec. 2, 2004
	(PCT of 20-526)

58	20-379(D1)	Method and System For	3/2/2013	2010203304
	2004302220	Collecting, Synchronizing,
	Aug. 9, 2004	and Reporting
	2010203304	Telecommunication Call
	July 23, 2010	Events and Work Flow
		Related Information

59	20-310	Mobile Device Locator	5/2/2013	Jap. Pat. No.
	30566.201-JP-D2	System		5259991
	Japanese Pat No.
	2007-169807
	(divisional 2)
	filed Dec. 26, 2002

Page 8 of 10

TeleCommunication Systems, Inc.

FOREIGN PATENTS

Count	APPL. NO./FILING DATE	TITLE	Issue Date	Patent Number

60	20-997	User Plane Location	5/24/2013	Jap. Pat. No.
	60/861,267	Services Over Session		5274478
	Nov. 28, 2006	Initiation Protocol (SIP)
	11/638,548
	Dec. 14, 2006
	(Corresponding US
	case is 20-617)
	(PCT of 20-676)
	PCT/US07/024405
	Jap. Appl. No.
	2009-539279
	Laid Open No. 2010-511351
	Laid Open: Apr 8, 2010

61	20-379(D1)	Method and System For	3/2/2013	Australian Pat.
	2004302220	Collecting, Synchronizing,		No.
	Aug. 9, 2004	and Reporting		2010203304
	2010203304	Telecommunication Call
	July 23, 2010	Events and Work Flow
		Related Information

62	20-303	Enhanced Directions Using		Japanese Pat.
	15786-071JP1	Branded Reference Points		No. 5295772
	Based on:
	PCT/US06/038554
	filed Sept. 29, 2006
	US 11/241,540 (20-951)
	filed Sept. 30, 2005
	Japanese Pat. Appl
	No 2008-533769
	2007-0078596

63	20-662	Temporary ENUM Gateway	6/12/2013	Chinese
	Chinese Patent No.			Patent No.
	ZL200680019029.8			101518042
	(US = 20-820)
	60/670,279
	April 12, 2005
	11/400,279
	April 10, 2006
	(US = 20-820)
	PCT/US06/13233
	(PCT = 20-872)
	Nat’l Stage
	CN Appl. No:
	200680019029.8
	April 10, 2006

Page 9 of 10

TeleCommunication Systems, Inc.

FOREIGN PATENTS

Count	APPL. NO./FILING DATE	TITLE	Issue Date	Patent Number

64	20-665	Temporary ENUM Gateway	12/3/13	Canadian Pat
	(US = 20-820)			No. 2,604,211
	60/670,279
	April 12, 2005
	11/400,279
	April 10, 2006
	(US = 20-820)
	PCT/US06/13233
	(PCT = 20-872)
	Nat’l Stage

65	20-943	Device Based Trigger For	12/11/2013	Chinese No.
	PCT/US07/20207	Location Push Event (PCT of		ZL200780039
	Sept. 17, 2007	20-875)		558.9
	(US = 20-875)
	(PCT = 20-649)
	Chinese Pat. Appl.
	No.: 200780039558.9
	filed Sept. 17, 2007

Page 10 of 10

TeleCommunication Systems, Inc.

US Patents Mapped to Products (but not Core Patents)

Count	Patent Number	Issue Date	APPL. NO./FILING DATE	TITLE
1	6,208,870	3/27/2001	62-180	Short Message Service Notification
			60/105,774	Between Multiple Short Message
			Oct 27, 1998	Service Centers (Bunny Hop)
			09/322,929
			June 1, 1999
			USP 6,208,870
			March 27, 2001
			62-180

2	6,064,722	5/16/2000	XYPOINT.008A	Data Request Router for use with
			08/783478	Emergency Public Safety Answering
				Point Systems

3	6,459,904	10/1/2002	62-185	Short Message Service Notification
			09/477,711	Between Multiple Short Message
			Jan. 5, 2000	Service Centers (Cont. of Bunny Hop
			(Cont. of 62-180)	62-180)
			USP 6,459,904
			10/1/2002

4	6,650,288	11/18/2003	20-500	Culled Satellite Ephemeris Information
			60/382,367	For Quick Assisted GPS Location
			1/2/2000	Determination
			10/238,869	(“GPS Ephemeris Data”)
			Sept. 11, 2002
			USP 6,650,288
			Nov. 18, 2003

5	6,304,746	10/16/2001	20-542	Method and System For Providing
			09/195,482	Formatted Information Via A Two-
			Nov. 17, 1998	Way Communications System
			USP 6,304,746	(corresponds to PCT/US99/26441)
			Oct. 16, 2001

6	6,011,954	1/14/2000	USP 6,011,954	Transmitting Updated Information
6			1/4/2000

7	6,751,463	6/15/2004	62181	Intelligent Queue For Information
			09/411,240	Teleservice Messages with
			Oct. 4, 1999	Superceding Updates
			USP 6,751,463
			6/15/2004

8	6,782,258	8/24/2004	20-459	Least-Cost Hotlining
			60/197,808
			4/18/2000
			09/836,469
			4/18/2001
			USP 6,782,258
			Aug. 24, 2004

9	6,564,224	5/13/2003	USP 6,564,224	Method and Apparatus For Merging
9			5/13/2003	Multiple Road Map Databases

1 of 21

TeleCommunication Systems, Inc.

US Patents Mapped to Products (but not Core Patents)

Count	Patent Number	Issue Date	APPL. NO./FILING DATE	TITLE

10	6,839,562	1/4/2005	20-475	Intelligent Delivery Agent For Short
			09/832,012	Message Distribution Center
			4/11/2001
			USP 6,839,562
			1/4/2005

11	6,891,811	5/10/2005	20-432	Mobile Originated-to-HTTP Gateway
			60/198,108	(MOH-Gateway)
			4/18/2000
			09/588,460
			6/6/2000
			USP 6,891,811
			5/10/2005

12	6,922,565	7/26/2005	20-494	Public Safety Access Point (PSAP)
			60/367,706	Selection for E911 Wireless Callers in
			3/28/2002	a GSM Type System
			10/314,278
			12/9/2002
			USP 6,922,565
			July 26, 2005

13	6,940,950	9/6/2005	20-538	Enhanced E911 Location Information
			10/739,292	Using VoIP
			Dec. 19, 2003
			USP 6,940,950
			Sept. 6, 2005

14	6,952,575	10/4/2005	62-182	Prepaid Call Management In Intelligent
			60/185,053	Network
			Feb. 25, 2000
			3/23/2000
			USP 6,952,575
			Oct. 4, 2005

15	6,985,748	1/10/2006	20-527	Inter-Carrier Messaging Service
			10/720,343	Providing Phone Number Only
			Nov. 25, 2003	Experience (Continuation of 20-491)
			USP 6,985,748
			Jan. 10, 2006

16	6,985,105	1/10/2006	20-588	Improved Culled Satellite Ephemeris
			60/618,606	Information Based On Limiting A Span
			Oct. 15, 2004	Of An Inverted Cone For Locating
			11/080,537	Satellite In-Range Determinations
			3/16/2005
			USP 6,985,105

17	7,019,690	3/28/2006	20-589	Culled Ephemeris Information For
			60/618,606	Quick, Accurate Assisted Locating
			Oct. 15, 2004	Satellite Location Determination For
			11/080,518	Cell Site Antennas
			3/16/2005
			USP 7,019,690
			3/28/06

Page 2

TeleCommunication Systems, Inc.

US Patents Mapped to Products (but not Core Patents)

Count	Patent Number	Issue Date	APPL. NO./FILING DATE	TITLE

18	7,091,905	8/15/2006	20-857	Improved Culled Satellite
			60/618,606	Ephemeris Information Based On
			Oct. 15, 2004	Limiting A Span Of An Inverted
			11/080,537	Cone For Locating Satellite In-Range
			March 16, 2005	Determinations
			11/282,685
			Nov. 21, 2005
			USP 7,091,905
			Aug. 15, 2006

19	7,110,773	9/19/2006	20-430	Mobile Activity Status Tracker
			60/196,104	(MAST) (Network Perspective)
			4/11/2000
			09/576,022
			5/23/2000
			USP 7,110,773
			Sept. 19, 2006

20	7,113,128	9/26/2006	20-862	Culled Ephemeris Information For
			60/618,606	Quick, Accurate Assisted
			Oct. 15, 2004	Locating Satellite Location
			11/080,518	Determination For Cell Site Antennas
			3/16/2005
			USP 7,019,690
			3/28/06
			(CONT of 20-589)
			(see also CONT 20-865)
			USP 7,113,128
			Sept. 26, 2006

21	7,120,450	10/10/2006	20-489	Consequential Location Services
			60/367,709	(Consequential Watch)
			3/28/2002
			10/400,639
			3/28/2003
			USP 7,120,450
			Oct. 10, 2006

22	7,154,438	12/26/2006	20-590	Prioritized List Of Potential Culled
			60/618,606	Satellite Ephemeris Information For
			Oct. 15, 2004	Quick, Accurate Assisted Locating
			11/080,538	Satellite Determination
			3/16/2005

23	7,200,380	4/3/2007	20-518	Wireless Telecommunications
			10/379,940	Location Based Services Scheme
			3/6/2003	Selection (“Scheme Selection”)
			USP 7,200,380
			Apr. 3, 2007

Page 3

TeleCommunication Systems, Inc.

US Patents Mapped to Products (but not Core Patents)

Count	Patent Number	Issue Date	APPL. NO./FILING DATE	TITLE

24	7,183,973	2/27/2007	20-587	Improved Culled Satellite Ephemeris
			60/618,606	Information Based On Accurate
			Oct. 15, 2004	Distance In Range Calculations, For
			11/080,517	Quick, Accurate Assisted Locating
			3/16/2005	Satellite Location Determination
			USP 7,183,973
			Feb. 27, 2007

25	7,260,186	8/21/2007	20-535	Solutions for VoIP 911 Location
			60/555,305	Services
			3/23/2004
			10/836,330
			5/3/2004
			USP 7,260,186
			Aug. 21, 2007

26	7,321,773	1/22/2008	20-501	Area Watcher For Wireless Network
			60/367,710	(DIV is 20-868)
			3/28/2002
			12/13/2002
			USP 7,321,773
			January 22, 2008

27	7,340,241	3/4/2008	20-840	Public Safety Access Point (PSAP)
			60/367,706	Selection For E911 Wireless Callers in
			3/28/2002	a GSM Type System
			10/314,278
			12/9/2002
			(CONT of 20-494)
			USP 7,340,241
			March 4, 2008

28	7,355,990	4/8/2008	20-599	Mobile Originated-to-HTTP Internet
			60/198,108	Communications
			4/18/2000	(MOH-Gateway)
			09/588,460	(CONT of 20-432)
			6/6/2000
			USP 6,891,811
			5/10/2005
			(cont of 20-432) 11/113,033

Page 4

TeleCommunication Systems, Inc.

US Patents Mapped to Products (but not Core Patents)

Count	Patent Number	Issue Date	APPL. NO./FILING DATE	TITLE

29	7,430,425	9/30/2008	20-601	Inter-Carrier Messaging Service
			60/316, 973	Providing Phone Number Only
			Sept. 5, 2001	Experience (Continuation of 20-491)
			09/985,032
			Nov. 1, 2001
			USP 6,658,260
			Dec. 2, 2003
			10/720,343
			Nov. 25, 2003
			11/130,256
			May 17, 2005
			“SECOND Continuat”
			(CONT of 20-825, which is
			CONT of 20-491)
			11/516,593
			Sept. 7, 2006
			(refiled for consideratn of
			litigation and Inter Partes
			Reexam mati)

30	7,424,293	9/9/2008	20-526	User Plane Location Based Service
			10/724,773	Using Message Tunneling To Support
			Dec. 2, 2003	Roaming
			USP 7,424,293
			Sept. 9, 2008

31	7,411,546	8/12/2008	20-639	OTHER cell sites used as Reference
			CIP of 20-865	Point to Cull Satellite Ephemeris
			60/618,606	Information For Quick, Accurate
			10/15/2004	Assisted Locating Satellite Location
			11/080,518	Determination
			3/16/2005
			USP 7,019,690
			3/28/06
			(CONT of 20-589)
			(See also CONT 20-862)
			11/822,925
			July 11, 2007
			USP 7,411,546
			August 12, 2008

32	7,428,510	9/23/2008	62-187	Prepaid Messaging
			60/185,053	(CONT is 20-903)
			Feb. 25, 2000
			09/790,979
			Feb. 23, 2001
			(PCT is 20-468)
			USP 7,428,510
			September 23, 2008

Page 5

TeleCommunication Systems, Inc.

US Patents Mapped to Products (but not Core Patents)

Count	Patent Number	Issue Date	APPL. NO./FILING DATE	TITLE

33	7,489,273	2/10/2009	20-641	Culled Ephemeris Information For
			60/618,606	Quick, Accurate Assisted Locating
			Oct. 15, 2004	Satellite Location Determination For
			11/080,518	Cell Site Antennas
			3/16/2005
			USP 7,019,690
			3/28/06
			(CONT of 20-589)
			(see also CONT 20-865)
			USP 7,113,128
			Sept. 26, 2006
			11/503,272
			Aug. 14, 2006
			(CONT of 20-641,
			abandoned to file IDS,
			CONT of 20-862, which is
			CONT of 20,589)

34	RE 41,006	11/24/2009	20-491	Inter-Carrier Short Messaging Service
			60/316,973	Providing Phone Number Only
			Sept. 5, 2001	Experience
			09/985,032
			Nov. 1, 2001
			(formerly USP 6,658,260
			Dec. 2, 2003)
			11/174,419
			July 5, 2005
			now RE 41,006
			Nov. 24, 2009

35	8,090,796	1/3/2012	20-359	Position Identification Method and
			12/339,014	System
			Dec. 18, 2008
			20090100185
			April 16, 2009

36	8,089,401	1/3/2012	20-315	Culled Satellite Ephemeris Information
			12/588,824	For Quick Accurate Assisted Locating
			Oct. 29, 2009	Satellite Location Determination For
			(CONT of 20-640;	Cell Site Antennas
			which is CONT of 20-865)

37	8,165,603	4/24/2012	20-243	Personal Location Code
			13/067,353
			May 26, 2011
			(CONT of 20.954)

38	6,529,722	3/4/2003	6529722	System and Method for Enhanced 9-1-
				1 Address Development, Maintenance
				and Call Routing Using Road Access
				Zones

Page 6

TeleCommunication Systems, Inc.

US Patents Mapped to Products (but not Core Patents)

Count	Patent Number	Issue Date	APPL. NO./FILING DATE	TITLE

39	8,369,825	2/5/2013	62745	Enhanced E911 Network Access For a
			13/437,538	Call Center Using Session Initiation
			April 2, 2012	Protocol (SIP) Messaging
			(CONT of 20-870b)

40	8,370,339	2/5/2013	20-837	Location Input Mistake Correction
			60/798,330
			May 8, 2006
			11/797,819
			May 8, 2007

41	8,453,240	5/28/2013	40000	System for Efficiently Handling
			13/447,902	Cryptographic Messages Containing
			April 16, 2012	Nonce Values in a Wireless
			(CONT of 20-207)	Connectionless Environment

42	8,450,840	5/28/2013	20-278	Ultra Ruggedized Ball Grid Array
			12/930,105	Electronic Components
			Dec. 27, 2010

43	8,380,223	2/19/2013	12/560,662	SYSTEM AND METHOD FOR
				PROVIDING CENTRALIZED
				POSITIONING DETERMINATION FOR
				MULTIPLE RADIO ACCESS NETWORKS

44	8,378,888	2/19/2013	13/406,661	System and Method for Determining
44				the Location of a Mobile Device

45	8,350,756	1/8/2013	12/815,640	DETECTING AND COMPENSATING
				FOR ERRONEOUS TIME
				MEASUREMENT FOR MOBILE DEVICE
				POSITION CALCULATION

46	8,325,087	12/4/2012	13/269,729	SYSTEM AND METHOD FOR SERVER
				SIDE DETECTION OF FALSIFIED
				SATELLITE MEASUREMENTS

47	8,301,160	10/30/2012	12/813,278	SYSTEM AND METHOD FOR SUPL
47				ROAMING USING A HELD CLIENT

48	8,299,961	10/30/2012	13/190,048	METHOD AND SYSTEM FOR
				SELECTING OPTIMAL SATELLITES IN
				VIEW

49	8,290,510	10/16/2012	12/782,920	SYSTEM AND METHOD FOR SUPL
49				HELD INTERWORKING

50	8,217,832	7/10/2012	12/565,395	ENHANCING LOCATION ACCURACY
				USING MULTIPLE SATELLITE
				MEASUREMENTS BASED ON
				ENVIRONMENT

51	8,213,955	7/3/2012	12/113476	Network Measurement
				Report Caching for
				Location of Mobile
				Devices

Page 7

TeleCommunication Systems, Inc.

US Patents Mapped to Products (but not Core Patents)

Count	Patent Number	Issue Date	APPL. NO./FILING DATE	TITLE

52	8,160,610	4/17/2012	12/406384	System and Method for
				Locating Mobile Device
				in Wireless
				Communication
				Network

53	8,125,377	2/28/2012	12/272046	System and Method for
				Determining the
				Location of a Mobile
				Device

54	8,085,193	12/27/2011	12/100290	System and Method of
				Preventing A-GPS
				Devices from Searching
				for Specific Satellites

55	8,081,109	12/20/2011	12/717239	Method and Apparatus
				for Determining the
				Geographic Location of a
				Device

56	8,035,557	10/11/2011	12/276917	System and Method for
				Server Side Detection of
				Falsified Satellite
				Measurements

57	8,019,339	9/13/2011	11/749634	Using Serving Area
				Identification in a Mixed
				Access Network
				Environment

58	8,000,702	8/16/2011	11/749647	Optimizing Location
				Services Performance by Combining
				User Plane
				and Control Plane

59	8,000,701	8/16/2011	11/749621	A Correlation
				Mechanism to
				Communicate in a Dual-
				Plane Architecture

60	7,999,730	8/16/2011	12/314164	System and Method for
				Providing GNSS
				Assistant Data Without
				Dedicated Receivers

61	7,986,266	7/26/2011	12/403454	Method and System for
				Selecting Optimal
				Satellites in View

62	7,956,803	6/7/2011	12/325612	System and Method for
				Protecting Against
				Spoofed A-GNSS
				Measurement Data

Page 8

TeleCommunication Systems, Inc.

US Patents Mapped to Products (but not Core Patents)

Count	Patent Number	Issue Date	APPL. NO./FILING DATE	TITLE

63	7,948,435	5/24/2011	12/717233	Method and Apparatus
				for Determining the
				Geographic Location of a Device

64	7,940,213	5/10/2011	12/276804	System and Method for
				Determining Falsified
				Satellite Measurements

65	7,928,903	4/19/2011	12/395803	Method and System for
				Selecting Optimal
				Satellites for A-GPS
				Location of Handsets in
				Wireless Networks

66	7,920,091	4/5/2011	12/849493	System and Method for
				A-GPS Positioning of a
				Mobile Device

67	7,916,071	3/29/2011	12/389734	System and Method for
				Determining a
				Reference Location of a
				Mobile Device

68	7,847,728	12/7/2010	12/099694	System and Method for
				A-GPS Positioning of a
				Mobile Device

69	7,825,855	11/2/2010	10/783434	Assisted Global
				Positioning System
				Location Determination

70	7,800,533	9/21/2010	12/276852	System and Method for
				Determining Falsified
				Geographic Location of
				A Mobile Device

71	7,800,530	9/21/2010	12/050794	Method and System for
				Providing Assistance
				Data for A-GPS Location
				of Handsets in Wireless

72	7,733,268	6/8/2010	11/525132	Method and Apparatus
				for Determining the
				Geographic Location of a Device

73	7,696,922	4/13/2010	12/201252	Method and Apparatus
				for Geolocation
				Determination

74	7,692,577	4/6/2010	12/201279	Method and Apparatus
				for Geolocation
				Determination

75	7,436,355	10/14/2008	11/405404	Method and Apparatus
				for Geolocation
				Determination

Page 9

TeleCommunication Systems, Inc.

US Patents Mapped to Products (but not Core Patents)

Count	Patent Number	Issue Date	APPL. NO./FILING DATE	TITLE

76	7,209,077	4/24/2007	10/980476	Global Positioning
				System Signal
				Acquisition Assistance

77	6,903,683	6/7/2005	10/718416	Method for Delivering
				Assistance Data in an
				Unsynchronized
				Wireless Network

78	6,236,359	5/22/2001	09/078444	Cellular Terminal
				Location Using GPS
				Signals in the Cellular
				Band

79	6,091,957	7/18/2000	08/874061	System and Method for
				Providing a Geographic
				Location of a Mobile
				Telecommunications
				Unit

80	8,467,320	6/18/2013	20-855	Voice Over Internet Protocol (VoIP)
			60/733,789	Location Based Multi-User
			Nov. 7, 2005	Conferencing
			11/519,816
			Sept. 13, 2006
			(PCT is 20-611)

81	8,436,728	5/7/2013	62725	First Responder Wireless Emergency
			13/353,734	Alerting with Automatic Callback and
			Jan. 19, 2012	Location Triggering
			(CONT of 20-985)

82	8,463,284	6/11/2013	20-873	Short Messaging System (SMS) Proxy
			11/487,333	Communications To Enable Location
			July 17, 2006	Based Services In Wireless Devices

83	8,483,729	7/9/2013	40039	Inter-Carrier Messaging Service
			13/560,170	Providing Phone Number Only
			July 27, 2012	Experience
			(CONT of 20-225)

84	8,489,874	7/16/2013	20-585	Encryption STE Communications
			11/008,615	Through Private Branch Exchange
			12/10/2004	(PBX)
			60/553,547
			3/17/2004

85	8,520,805	8/27/2013	20-634	Video E911
			60/924,177
			May 2, 2007
			11/802,691
			May 24, 2007

Page 10

TeleCommunication Systems, Inc.

US Patents Mapped to Products (but not Core Patents)

Count	Patent Number	Issue Date	APPL. NO./FILING DATE	TITLE

86	8,548,736	10/1/2013	20-935	Historical Data based Navigational
			61/202,442	Routing
			Feb. 27, 2009
			12/382,321
			March 13, 2009

87	8,577,390	11/5/2013	62712	Method and System for Dynamic
			13/346,265	Estimation and Predictive Route
			Jan. 9, 2012	Generator
			(CONT of 20-218)

88	8,576,991	11/5/2013	20-688 61/064,671 March 19, 2008 12/081,191 April 11, 2008	End-to-End Logic Tracing of Complex Call Flows in a Distributed Cell System

89	8,578,032	11/5/2013	40022	System and Method for Re-Directing
			13/492,080	Requests From Browsers for
			June 8, 2012	Communications over Non-IP Based
			(CONT of 20-326)	Networks

90	8,577,339	11/5/2013	40044	Wireless Chat Automatic Status
			13/584, 261	Signaling “Buddy Chat”
			August 13, 2012
			(CONT of 20-221; which is
			CONT of 20-937)

91	8,577,328	11/5/2013	20-887	Associating Metro Street Address
			11/506,859	Guide (MSAG) Validated Addresses
			Aug. 21, 2006	With Geographic Map Data

92	8,594,627	11/26/2013	20-916	Remotely Provisioned Wireless Proxy
			61/136,806
			Oct. 6, 2008
			12/588,142
			Oct. 6, 2009

93	8,621,374	12/31/2013	20-236	Method and Apparatus for Sending,
			(CONT of 20-355)	Retrieving, and Planning Location
			13/064,267	Relevant Information
			March 15, 2011

94	8,626,160	1/7/2014	62736	User Plane Location Based Service
			13/403,332	Using Message Tunneling to Support
			Feb. 23, 2012	Roaming
			(CONT of 20-222)

Page 11

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

6,341,270

1/22/2002

20-544

Method For Providing Vendor

60/107,785

Notification Marketing In An Electronic

Nov. 10, 1998

Commerce Network Environment

09/236/510

Jan. 25, 1999

USP 6,341,270

Jan. 22, 2002

6,535,885

3/18/2003

20-541

Multikeyed Table Implementable On a

09/688,160

Personal Digital Assistant (PCT case

Oct. 16, 2000

filed, but abandoned)

USP 6,535,885

3/18/2003

6,546,374

4/8/2003

20-545

Apparatus For Providing Instant

60/107,785

Vendor Notification In An Electronic

Nov. 10, 1998

Commerce Network Environment

09/237,289

Jan. 25, 1999

USP 6,546,374

Apr. 8, 2003

6,560,604

5/6/2003

20-563

System, Method, and Apparatus For

09/523,168

Automatically And Dynamically

Mar. 10, 2000

Updating Options, Features, and/or

USP 6,560,604

Services Available To A Client

5/6/2003

Device

6,587,838

7/1/2003

20-543

Method and System For Conducting

09/237,292

Real Time Electronic Commerce

Jan. 25, 1999

USP 6,587,838

7/1/2003

6,704,768

3/9/2004

20-549

System, Method and Computer

09/494,553

Program Product For Providing Server

Jan. 31, 2000

Discovery Services During A Startup

09/707,960 (CIP)

Sequence

Nov. 8, 2000

USP 6,704,768

3/9/2004

6,466,937

10/15/2002

20-552

System, Method and Apparatus For

09/523,165

Utilizing Transaction Databases In A

3/10/2000

Client-Server Environment

USP 6,466,937

Oct. 15, 2002

6,845,084

1/18/2005

20-554

Routing Protocol Selection For An Ad

10/028,267

Hoc Network

Dec. 28, 2001

USP 6,845,084

Jan. 18, 2005

1 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

7,003,571

2/21/2006

20-548

System and Method for

09/494,553

Re-Directing Requests From

1/31/2000

Browsers For Communications

09/698,181 (CIP)

Over Non-IP Based Networks

Oct. 30, 2000

USP 7,003,571

2/21/2006

7,024,474

4/4/2006

20-567

A System and Method To Publish

09/494,553

Information From Servers To

Jan. 31, 2000

Remote Monitor Devices

09/767,951(CIP)

Jan. 24, 2001

USP 7,024,474

April 4, 2006

7,127,264

10/24/2006

20-443

Mobile Originated Interactive Menus

Feb. 27, 2001

via Short Messaging Services (MO

09/793,089

Menus)

Feb. 27, 2001

USP 7,127,264

Oct. 24, 2006

(continued as 20-888)

7,302,612

11/27/2007

20-499

High Level Operational Support

10/426,640

System

5/1/2003

USP 7,302,612

Nov. 27, 2007

7,426,535

9/16/2008

20-561

Coordination of Data Received From

10/265,740

One or More Sources Over One Or More

Oct. 8, 2002

Channels Into A Single Context

USP 7,426,535

Sept. 16, 2008

7,418,498

8/26/2008

20-869

A System and Method To Publish

09/494,553

Information From Servers To

Jan. 31, 2000

Remote Monitor Devices

09/767,951 (CIP)

Jan. 24, 2001

11/366,009

Mar. 2, 2006

(CONT of 20-567)

(CONT is 20-905)

7,426,380

9/16/2008

20-495

Location Derived Presence

60/367,708

Information (related to MAST)

3/28/2002

10/395,217

3/25/2003

USP 7,426,380

September 16, 2008

2 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

7,471,236

12/30/2008

20-829

Cellular Augmented Radar/Laser

60/777,541

Detector (Continued as 20-926)

March 1, 2006

11/400,278

April 10, 2006

USP 7,471,236

Dec. 30, 2008

7,483,983

1/27/2009

20-570

Method and System For Deploying

09/709,487

Content To Wireless Devices

Nov. 13, 2000

USP 7,483,983

Jan. 27, 2009

7,519,654

4/14/2009

20-434

Multi-Carrier Support for Destinations

09/716,944

Nov. 22, 2000

USP 7,519,654

April 14, 2009

7,522,911

4/21/2009

20-431

Wireless Chat Status Tracking (Instant

60/196,099

Messaging) Mobile Chat Location

4/11/2000

09/814,363

of Gateway)

3/23/2001

7,533,259

5/12/2009

20-523

Encapsulation of Secure Encrypted

60/502,660

Data in a Deployable, Secure

Sept. 15, 2003

Communication System Allowing

10/699,834

Benign, Secure Commercial Transport

Nov. 4, 2003

USP 7,533,259

May 12, 2009

7,533,301

5/12/2009

20-674

High Level Operational Support System

11/984,640

Nov. 20, 2007

(CONT of 20-499)

USP 7,533,301

May 12, 2009

6,674,445

1/6/2004

09/628,850

Generalized, Differentially Encoded,

July 31, 2000

Indexed Raster Vector Data and

USP 6,674,445

Schema For Maps On a Personal

January 6, 2004

Digital Assistant

6,963,748

11/8/2005

10/037,805

Mobile Device Locator Adapter

December 26, 2001

System For Location Based Services

USP 6,963,748

November 8, 2005

6,988,103

1/17/2006

10/034,440

Location Based Services Bridge To

December 26, 2001

External Data Sources

USP 6,988,103

January 17, 2006

3 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

6,978,258

12/20/2005

10/034,442

Fuzzy Logic Reasoning For Inferring

December 26, 2001

User Location Preferences

USP 6,978,258

December 20, 2005

7,124,199

10/17/2006

10/330,874

Turn Restriction Handling

December 27, 2002

Enhancement

USP 7,124,199

October 17, 2006

6,865,538

3/8/2005

10/224,035

Meeting Location Determination

August 20, 2002

Using Spatio-Semantic Modeling

USP 6,865,538

March 8, 2005

6,985,747

1/10/2006

10/772,998

Use of Triggers and a Location

February 5, 2004

Hypercube to Enable Push-Based

USP 6,985,747

Location Applications

January 10, 2006

7,458,184

12/2/2008

20-956 10/785,735

Location Based Messaging

February 23, 2004

USP 7,458,184

Dec. 2, 2008

7,277,921

10/2/2007

09/795,719

Interprocess Application Programming

February 28, 2001

Interface For Computer Applications

USP 7,277,921

October 2, 2007

7,577,835

8/19/2009

20-522

Deployable Secure Communication

10/643,868

System (SwiftLink 1200)

8/20/2003

US 7,577,835

Aug. 18, 2009

6,728,628

4/27/2004

10/309,546

Portable Traffic Information System

Dec. 3, 2002

USP 6,728,628

Apr. 27, 2004

7,069,143

6/27/2006

10/769,042

Mobile Traffic Information System

Jan. 30, 2004

USP 7,069,143

Jun. 27, 2006

7,271,742

9/18/2007

10/378,980

Method and Apparatus for Sending,

March 3, 2003

Retrieving, and Planning Location

USP 7,271,742

Relevant Information

Sept. 18, 2007

7,321,826

1/22/2008

11/450,171

Point of Interest Spatial Rating Search

June 8, 2006

Method and System

USP 7,321,826

Jan. 22, 2008

7,486,958

2/3/2009

10/235,963

System and Method for Maintaining

Sept. 4, 2002

an Online Point-Of-Interest Directory

USP 7,486,958

Feb. 3, 2009

4 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

7,640,031

12/29/2009

20-888

Mobile Originated Interactive Menus

Feb. 27, 2001

via Short Messaging Services

09/793,089

Feb. 27, 2001

(CONT of 20-443)

11/472,307

June 22, 2006

USP 7,640,031

Dec. 29, 2009

7,626,977

12/1/2009

20-525

Standard Telephone Equipment (STE)

10/739,289

Based Deployable Secure

Dec. 19, 2003

Communication System

USP 7,626,977

Dec. 1, 2009

7,629,926

12/9/2009

20-640

Culled Satellite Ephemeris

60/618,606

Information For Quick, Accurate,

10/15/2004

Assisted Locating Satellite Location

11/080,518

Determination For Cell Site Antennas

3/16/2005

USP 7,019,690

3/28/06

(CONT of 20-589)

(See also CONT 20-862)

(CONT of 20-865,

abandoned for IDS)

11/826,120

July 12, 2007

USP 7,629,926

Dec. 8, 2009

7,689,696

3/30/2010

20-861

System and Method for Re-Directing

09/494,553

Requests From Browsers For

1/31/2000

Communications Over Non-IP Based

09/698,181 (CIP)

Networks (Cont of 20-548)

Oct. 30, 2000

11/327,413

Jan. 6, 2006

USP 7,689,696

March 30, 2010

7,707,407

4/27/2010

20-524

Encryption of Voice and Data in a

60/502,660

Single Data Stream in a Deployable

Sept. 15, 2003

Secure Communication System

10/716,564

Nov. 20, 2003

7,693,981

4/6/2010

20-905

A System and Method to Publish

12/219,495

Information from Servers to Remote

July 23, 2008

Monitor Devices

(CONT of 20-869)

(which is CONT of 20-567)

(CONT = 20-390)

5 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

7,716,374

5/11/2010

20-557

Run-Time Engine Implemented On A

60/240,087

Computing Device Allowing

Oct. 16, 2000

Synchronization Of Records During

09/977,686

Application Execution

USP 7,716,374

May 11, 2010

7,724,902

5/25/2010

20-597

Faceplate For Quick Removal and

11/135,332

Securing of Encryption Device

5/24/2005

11/008,596

Dec. 10, 2004

60/553,547

3/17/2004

USP 7,724,902

May 25, 2010

7,809,382

10/5/2010

20-464

Short Message Distribution Center

60/196,097

4/11/2000

09/832,010

4/11/2001

(CONT = 20-337)

7,813,484

10/12/2010

20-514

HTTP-Based MMS User Agent I/F

60/401,746

8/8/2002

10/378,901

3/5/2003

(CONT = 20-336)

7,782,254

8/24/2010

20-894

Improved Culled Satellite Ephemeris

60/618,606

Information Based On Limiting A Span

Oct. 15, 2004

Of An Inverted Cone For Locating

11/080,537

Satellite In-Range Determinations

March 16, 2005

11/282,685

Nov. 21, 2005

USP 7,091,905

Aug. 15, 2006

11/501,113

Aug. 9, 2006

(CONT of 20-857, which is

CONT of 20-588)

USP 7,782,254

Aug. 24, 2010

7,805,483

9/28/2010

20-619

Virtual Location Aware Content Using

60/766,289

Presence Information Data Formation

Jan. 9, 2006

With Location Object (PIDF-LO)

11/651,051

Jan. 9, 2007

USP 7,805,483

Sept. 28, 2010

(CONT = 20-335)

6 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

7,809,359

10/5/2010

20-938

Wireless Chat Status Tracking (Instant

60/196,099

Messaging) Mobile Chat Location

4/11/2000

09/814,363

Gateway)

3/23/2001

12/379,506

Feb. 24, 2009

(CONT of 20-431)

(DIV = 20-938)

USP 7,809,359

Oct. 5, 2010

7,764,961

7/27/2010

20-519C

Mobile Based Area Event Handling

10/459,448

When Currently Visited Network

6/12/2003

Does Not Cover Area

11/399,528

April 7, 2006

12/585,104

Sept. 3, 2009

USP 7,764,961

July 27, 2010

(CONT = 20-334)

7,764,219

7/27/2010

20-926

Cellular Augmented Radar/Laser

60/777,541

Detector (CONT of 20-829)

March 1, 2006

11/400,278

April 10, 2006

(CONT)

12/289,116

Oct. 21, 2008

USP 7,764,219

July 27, 2010

7,853,272

12/14/2010

20-488

Wireless Network Tour Guide

10/023,704

Dec. 21, 2001

USP 7,853,272

Dec. 14, 2010

7,844,285

11/30/2010

20-575

Intelligent Queue For Information

(cont of 62-181)

Teleservice Messages With

10/865,924

Superceding Updates

6/14/2004

USP 7,844,285

Nov. 30, 2010

7,853,511

12/14/2010

20-903

Prepaid Short Messaging

12/222,861

Aug. 18, 2008

(CONT of 62-187)

(Continued as 20-931)

USP 7,853,511

Dec. 14, 2010

7 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

7,856,315

12/21/2010

20-351

Method and System for Enabling an Off

11/242,818

Board Navigation Solution

Oct. 3, 2005

20060212217

Sept. 21, 2006

USP 7,856,315

Dec. 21, 2010

7,856,660

12/21/2010

20-562

System for Efficiently Handling

09/932,982

Cryptographic Messages Containing

Aug. 21, 2001

Nonce Values In A Wireless

USP 7,856,660

Connectionless Environment Without

Dec. 21, 2010

Comprising Security

7,860,068

1/4/2005

20-595

Intelligent Delivery Agent For Short

09/832,012

Message Distribution Center

4/11/2001

(Continuation of 20-475)

USP 6,839,562

Jan. 4, 2005

11/025,902

Jan. 3, 2005

USP 7,860,068

Dec. 28, 2010

7,852,834

12/14/2010

20-820

Temporary ENUM Gateway

60/670,279

April 12, 2005

11/400,279

April 10, 2006

USP 7,852,834

Dec. 14, 2010

7,856,236

1/22/2008

20-683

Area Watcher For Wireless Network

60/367,710

(DIV is 20-868)

3/28/2002

12/13/2002

USP 7,321,773

January 22, 2008

12/007,948

Jan. 17, 2008

7,840,208

11/23/2010

20-928

Intelligent Queue For Information

12/292,370

Teleservice Messages With

Nov. 18, 2008

Superceding Updates [Claims toward

(CONT of 20-575, which is

CMAS]

CONT of 62-181)

USP 7,840,208

Nov. 23, 2010

7,921,225

4/5/2011

20-565

Messaging Method and Apparatus For

09/494,553

Routing Messages In A Client Server

Jan. 31, 2000

Environment Over Multiple Wireless

09/739,844 (CIP)

and Wireline Networks

Dec. 20, 2000

USP 7,921,225

April 5, 2011

8 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

7,925,283

4/12/2011

20-578

Intelligent Delivery Agent For Short

(CONT of 20-475)

Message Distribution Center

10/899,056

July 27, 2004

USP 7,925,283

April 12, 2011

7,929,530

4/19/2011

20-678

Ancillary Data Reference For Session

60/996,700

Initiation Protocol (SIP)

Nov. 30, 2007

12/292,921

Dec. 1, 2008

USP 7,929,530

April 19, 2011

7,913,179

3/22/2011

20-355

Method and Apparatus for Sending,

11/888,992

Retrieving, and Planning Location

Aug. 2, 2007

Relevant Information

20080036778

Feb. 14, 2008

USP 7,913,179

March 22, 2001

7,825,780

11/2/2010

20-838

Cellular Augmented Vehicle Alarm

60/723,448

Notification Together With Location

Oct. 5, 2005

Services For Position

11/295,632

(illegible)

7,907,551

3/15/2011

20-853

Voice Over Internet Protocol (VoIP)

60/723,961

Location Based 911 Conferencing

Oct. 6, 2005

11/503,912

USP 7,907,551

March 15, 2011

7,895,256

2/22/2011

20-564

Messaging Method and Apparatus

09/494,553

Including A Protocol Stack That

Jan. 31, 2000

Corresponds Substantially To An Open

09/740,040 (CIP)

System

USP 7,895,256

Feb. 22, 2011

7,890,127

2/15/2011

20-690

Inter-Carrier Messaging Service

(CONT of 20-866)

Providing Phone Number Only

60/316,973

Experience (“3rd Continuation”)

Sept 5, 2001

USP 7,890,127

Feb. 15, 2011

7,890,102

2/15/2011

20-909

User Plane Location Based Service

12/230,864

Using Message Tunneling To Support

Sept 5, 2008

Roaming

(CONT of 20-526)

USP 7,890,102

Feb. 15, 2011

9 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

7,890,809

2/15/2011

20-949

High Level Operational Support System

11/984,640

Nov. 20, 2007

12/385,190

USP 7,890,809

Feb. 15, 2011

7,903,587

3/8/2011

20-900

Wireless Emergency Services Protocols

61/129,008

Translator Between ANSI-41 and VoIP

May 30, 2008

Emergency Services Protocols

12/453,870

USP 7,903,587

March 8, 2011

7,899,468

3/1/2011

20-953

Location Sensitive Messaging

11/437,041

May 19, 2006

US20070270159A1

USP 7,899,468

March 1, 2011

7,899,473

3/1/2011

20-520

Wireless Network Location-Based

10/623,156

Reference Information

July 21, 2003

USP 7,899,473

March 1, 2011

7,903,791

3/8/2011

20-830

Enhanced E911 Location Information

10/739,292 (20-538)

Using VolP

Dec. 19, 2003

11/150,343

USP 7,903,791

March 8, 2011

7,904,100

3/8/2011

20-647

Wireless Network Location-Based

10/623,156

Reference Information

July 21, 2003

(CONT of 20-520)

USP 7,904,100

March 8, 2011

7,894,797

2/2/2011

20-937

Wireless Chat Status Tracking (Instant

60/196,099

Messaging) Mobile Chat Location

April 11, 2000

09/814,363

Gateway)

(illegible)

7,890,051

2/15/2011

20-324

Secure Transmission Over Satellite

12/656,162

Phone Network

Jan. 20, 2010

(CONT of 20-598)

USP 7,890,051

Feb. 15, 2011

10 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

7,965,222

6/21/2011

20-331

Cellular Augmented Radar/Laser

priority 3/1/06

Detector

12/801,163

May 26, 2010

(CONT of 20-926)

USP 7,965,222

June 21, 2011

7,970,898

6/28/2011

20-390

A System and Method to Publish

12/656,861

Information from Servers to Remote

February 18, 2010

Monitor Devices

USP 7,970,898

June 28, 2011

(CONT of 20-905)

(which is CONT of 20-869)

(which is CONT of 20-567)

(CONT = 20-390)

7,945,026

5/17/2011

20-827

Voice Over Internet Protocol (VolP)

60/685,075

E911 Metro Street Address Guide

May 27, 2005

(MSAG) Validation

11/442,254

May 30, 2006

USP 7,945,026

May 17, 2011

7,933,385

4/26/2011

20-843

Emergency Alert for Voice Over

USP 7,933,385

Internet Protocol (VolP)

April 26, 2011

60/711,435

Aug. 25, 2005

11/508,283

Aug. 23, 2006

(PCT is 20-897)

8,027,697

9/27/2011

20-657

Public Safety Access Point (PSAP)

11/905,277

Selection For E911 Wireless Callers in

Sept. 29, 2007

a GSM Type System

(CONT of 20-840,

which is a

CONT of 20-494)

USP 8,027,697

Sept. 27, 2011

7,966,013

6/21/2011

20-612

Roaming Gateway Enabling Location

60/856,285

Based Services (LBS) Roaming For

Nov. 3, 2006

User Plane In CDMA Networks Without

11/979,493

Requiring Use of a Mobile Positioning

Nov. 5, 2007

Center (MPC)

USP 7,966,013

June 21, 2011

11 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

7,933,615

4/26/2011

20-948

Mobile Originated Interactive Menus

USP 7,933,615

via Short Messaging Services

April 26, 2011

Feb. 27, 2001

09/793,089

Feb. 27, 2001

11/472,308

June 22, 2006

12/385,113

March 31, 2009

(CONT of 20-888, which is

CONT of 20-443)

8,014,939

9/6/2011

20-356

Point of Interest Spatial Rating Search

11/947,719

Nov. 29, 2007

20080076451

March 27, 2008

USP 8,014,939

Sept. 6, 2011

7,991,411

8/2/2011

20-573

Method to Qualify Multimedia Message

60/568,257

Content to Enable Use of a Single

5/6/2004

Internet Address Domain to Send

10/959,185

Messages to Both Short Message

Oct. 7, 2005

Service Centers and Multimedia

(EPO is 20-823)

Message Service Centers

USP 7,991,411

Aug. 2, 2011

8,032,166

10/4/2011

20-228

Wireless Network Location-Based

(CONT of 20-520)

Reference Information

12/929,823

Feb. 17, 2011

USP 8,032,166

Oct. 4, 2011

8,032,112

10/4/2011

20-685

Location Derived Presence Information

USP 8,032,112

(related to MAST)

Oct 4, 2011

60/367,708

3/28/2002

USP 8,019,532

Sept. 13, 2011

10/395,217

3/25/2003

12/007,947

Jan. 17, 2008

(CONT of 20-495)

8,019,532

9/13/2011

20-352

Method and System for Identifying and

USP 8,019,532

Defining Geofences

Sept. 13, 2011

11/370,794

March 7, 2006

20060200305

Sept. 7, 2006

12 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

7,761,095

7/20/2010

20-598

Secure Transmission Over Satellite

USP 7,761,095

Phone Network

July 20, 2010

11/135,397

5/24/2005

11/008,596

Dec. 10,2004

60/553,547

3/17/2004

7,899,450

3/1/2011

20-831

Cellular Augmented Radar/Laser

USP 7,899,450

Detection Using Local Mobile Network

March 1, 2011

Within Cellular Network (PCT is 20-

60/777,565

630)

March 1, 2006

11/405,579

April 18,2006

7,894,825

2/2/2011

20-892

Mobile Activity Status Tracker (MAST)

USP 7,894,825

(Network Perspective)

February 22, 2011

60/196,104

4/11/2000

09/576,022

5/23/2000

USP 7,110,773

Sept. 19, 2006

11/490,108

July 21, 2006

(CONT of 20-430)

5/23/2000

USP 7,110,773

7,957,751

6/7/2011

20-954

Personal Location Code

USP 7,957,751

June 7, 2011

11/462,023

August 2, 2006

US20080032702A1

8,059,789

11/15/2011

20-867

Automatic Location Identification

USP 8,059,789

(ALI) Unique Pseudo Key (ESPK)

Nov. 15, 2011

60/776,232

Feb. 24, 2006

11/607,036

Dec. 1, 2006

8,050,386

11/1/2011

20-622

Mobile Automatic Location

USP 8,050,386

Identification (ALI) For First

Nov. 1, 2011

Responders

11/705,101

Feb. 12, 2007

13 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

8,060,429

11/15/2011

20-931

Prepaid Short Messaging

USP 8,060,429

Nov. 15, 2011

12/292,606

Nov. 21, 2008

(CONT of 20-903, which is

CONT of 62-187)

8,073,477

12/6/2011

20-337

Short Message Distribution Center

USP 8,073,477

Dec. 6, 2011

60/196,097

4/11/2000

09/832,010

4/11/2001

(CONT of 20-464)

12/805,700

Aug. 16, 2010

8,090,856

1/3/2012

20-547

System and Method for Developing

09/704,535

Applications in Wireless and Wireline

Nov. 3, 2000

Environments

8,090,341

1/3/2012

20-832

Integrated Services User Port (ISUP)

60/699,862

/Session Initiation Protocol (SIP)

July 18, 2005

Gateway for Unlicensed Mobile Access

11/487,334

July 17, 2006

100

8,090,941

1/3/2012

20-300

Deployable Secure Communication

(CONT of 20-522)

System

12/461,570

August 17, 2009

101

8,090,534

1/3/2012

20-208

Method and System for Enabling an Off

(CONT of 20-351)

Board Navigation Solution

12/926,856

Dec. 14, 2010

102

8,095,663

1/10/2012

20-936

Method and System For Deploying

12/318,946

Content To Wireless Devices

Jan. 13, 2009

(CONT of 20-570)

103

8,099,238

1/17/2012

20-673

Stateful, Double-Buffered Dynamic

60/996,373

Voice Prompting

Nov. 14, 2007

12/285,978

Oct. 17, 2008

104

8,099,105

1/17/2012

20-875

Device Based Trigger For Location

60/845,527

Push Event

Sept. 19, 2006

11/544,724

Oct. 10, 2006

14 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

105

8,102,972

1/24/2012

20-902

Emergency Services Selective Router

61/129,108

Interface Translator

June 5, 2008

12/457,274

June 5, 2009

106

8,103,242

1/24/2012

20-320

E911 Call Blocking for Non-Initialized

12/216,185

Wireless Telephone

July 1, 2008

(CIP of 20-826)

60/684,554

May 26, 2005

11/440,084

May 25, 2006

12/588,569

Oct. 20, 2009

(CONT of 20-904)

107

8,116,722

2/14/2012

20-904

E911 Call Blocking For Non-Initialized

12/216,185

Wireless Telephones (CIP of 20-826)

July 1, 2008

60/684,554

May 26, 2005

11/440,084

May 25, 2006

(CIP of 20-826)

108

8,126,889

2/28/2012

20-497

Location Fidelity Adjustment Based on

10/7/2002

Mobile Subscriber Privacy Profile

60/382,368

(“Location and Privacy”)

5/23/2002

10/265,390

10/07/2002

109

8,126,458

2/28/2012

20-222

User Plane Location Based Service

(CONT of 20-909)

Using Message Tunneling to Support

12/929,727

Roaming

Feb. 11, 2011

110

8,154,881

4/10/2012

20-255

Radiation-Shielded Semiconductor

11/939,084

Assembly

Nov. 13, 2007

60/865,603

(illegible)

111

8,150,364

4/3/2012

20-870B

Enhanced E911 Network Access For a

11/581,454

Call Center Using Session Initiation

Oct. 17, 2006

Protocol (SIP) Messaging

12/588,332

Oct. 13, 2009

(refiled to remove

Dickinson reference)

15 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

112

8,150,363

4/3/2012

20-863

Enhanced E911 Network Access For

Feb. 16, 2006

Call Centers

11/354,861

113

8,156,068

4/10/2012

20-914

Predictive Ephemeral Points-of-

12/292,205

Interest (PEPOI)

Nov. 13, 2008

114

8,155,109

4/10/2012

20-860

SS7 ISUP To SIP Based Call Signaling

60/788,713

Conversion Gateway For Wireless VoIP

April 4, 2006

E911

11/417,128

May 4, 2006

115

8,149,997

4/3/2012

20-901

Protocol Converting 9-1-1 Emergency

61/129,007

Messaging Center

May 30, 2008

12/453,869

May 26, 2009

116

8,161,553

4/17/2012

20-207

System for Efficiently Handling

(CONT of 20-562)

Cryptographic Messages Containing

12/926,840

Nonce Values In A Wireless

Dec. 13, 2010

Connectionless Environment Without

(illegible)

117

8,175,953

5 /8/2012

20-284

Prepaid Short Messaging

13/373,193

Nov. 7, 2011

(CONT of 20-931)

118

8,175,570

5/8/2012

20-826

E8911 Call Blocking For Non-Initiated

60/684,554

Wireless Telephones

May 26, 2005

11/440,084

May 25, 2006

119

8,185,567

5/22/2012

20-618

Location Aware Content Using

11/640,860

Presence Information Data Formation

Dec. 19, 2006

With Location Object (PIDF-LO)

120

8,200,829

6/12/2012

20-326

System and Method for Re-Directing

12/659,737

Requests From Browsers For

March 19, 2010

Communications Over Non-IP Based

(CONT of 20-861)

Networks

121

8,190,151

5/29/2012

20-246

Roaming Gateway Enabling Location

13/067,205

Based Services (LBS) Roaming For

May 17, 2011

User Plane In CDMA Networks Without

Requiring Use of a Mobile Positioning

(illegible)

122

8,195,205

6/5/2012

20-574

Gateway Application to Support Use of

10/959,187

a Single Internet Address Domain for

October 7, 2004

Routing Messages to Multiple

Multimedia Message Service Centers

16 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

123

8,209,750

6/26/2012

20-328

Enryption of Voice and Data in a Single

priority 9/15/03

Data Stream in a Deployable, Secure

12/662,477

Communication System

April 20, 2010

(illegible)

124

8,208,461

6/26/2012

20-859

SS7 MAP/Lg+ To SIP Based Call

11/417,126

Signaling Conversion Gateway For

May 4, 2006

Wireless VoIP E911

125

8,185,087

5/22/2012

20-650

Emergency 911 Data Messaging

12/232,417

September 17, 2008

126

8,208,605

6/26/2012

20-675

Extended Efficient Usage of Emergency

11/987,048

Services Keys

Nov. 27, 2007

(CIP of 20-874)

127

8,244,802

8/14/2012

20-335

Virtual Location Aware Content Using

60/766,289

Presence Information Data Formation

Jan. 9, 2006

With Location Object (PIDF-LO)

11/651,051

Jan. 9, 2007

USP 7,805,483

Sept. 28, 2010

(CONT of 20-619)

12/805,696

Aug. 16, 2010

128

8,244,220

8/14/2012

20-221

Wireless Chat Automatic Status

(CONT of 20-937)

Signaling “Buddy Chat”

12/929,790

Feb. 16, 2011

129

8,239,669

8/7/2012

20-534

Reach-Back Communications Terminal

60/553,547

With Selectable Networking Options

Mar 17, 2004

(Swiftlink 1400)

11/008,596

(illegible)

130

8,228,897

7/24/2012

20-858

SS7 ANSI-41 To SIP Based Call

60/788,713

Signaling Conversion Gateway For

April 4, 2006

Wireless VoIP E911

11/417,121

May 4, 2006

131

8,244,770

8/14/2012

20-653

Image Tile Server

60/960,358

Sept. 26, 2007

12/285,002

Sept. 26, 2008

17 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

132

8,249,589

8/21/2012

20-334

Mobile Based Area Event Handling

(CONT of 20-519c)

12/805,201

When Currently Does Visited Network

Not Cover Area

July 19, 2010

133

8,243,890

8/14/2012

20-336

HTTP-Based MMS User Agent I/F

60/401,746

8/8/2002

10/378,901

3/5/2003

(CONT of 20-514)

134

8,244,218

8/14/2012

20-269

Intelligent Queue For Information

(CONT of 20-347)

TeleService Messages With

13/137,748

Superceding Updates

Sept. 9, 2011

135

8,224,572

7/17/2012

62716

Stateful, Double-Buffered Dynamic

13/349,999

Navigation Voice Prompting

Jan. 13, 2012

(CONT of 20-673)

136

8,284,784

10/9/2012

20-668

11/907,506

Oct. 12, 2007

(CONT of 20-574)

Gateway Application to Support Use of

a Single Internet Address Domain for

Routing Messages to Multiple

Multimedia Service Centers

137

8,290,505

10/16/2012

20-899

Consequential Location Derived

60/367,709

Information (Consequential Watch)

3/28/2002

10/400,639

3/28/2003

USP 7,120,450

138

8,280,466

10/2/2012

20-576

Four Frequency Band Single GSM

60/553,547

Antenna

3/17/2004

11/008,616

Dec. 10, 2004

139

8,265,673

9/11/2012

20-286

Short Message Distribution Center

13/373,840

Dec. 2, 2011

(CONT of 20-337)

140

8,260,329

9/4/2012

20-691

12/073,621

March 7, 2008

Short Messaging Service Center Mobile-

Originated to Internet Communications

141

8,295,445

10/23/2012

20-600

60/843,507

Sept. 11, 2006

11/898,237

(illegible)

Automatic Emergency Call Notification

to Pre-Designated Personal Emergency

Contacts (PCT of 20-600)

18 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

142

8,301,371

10/30/2012

20-267

(CONT of 20-356)

Point of Interest Spatial Rating Search

Method and System

13/137,639

August 31, 2011

143

8,295,273

10/23/2012

20-321

Standard Telephone Equipment (STE)

12/591,234

Based Deployable Secure

Nov. 13, 2009

Communication System

(CONT of 20-525)

144

8,315,599

11/20/2012

20-202

Location Privacy Selector

61/344,383

July 9, 2010

13/067,942

(illegible)

145

8,301,766

10/30/2012

20-259

A System and Method to Publish

13/067,778

Information from Servers to Remote

June 27, 2011

Monitor Devices

(CONT of 20-390)

146

8,336,664

12/25/2012

20-203

12/926,582

Telematics BASIC Mobile Device Safety

Interlock

Nov. 29, 2010

147

6,329,957

12/11/2001

6329957

Method and Apparatus for Wireless

Communications and Receiving

Multiple Frequency Bands

Simultaneously

148

6,441,793

8/27/2002

6441793

Method and Apparatus for Wireless

Communications and Sensing Utilizing

a Non-collimating Lens

149

8,364,170

1/29/2013

20-227

Location Sensitive Messaging

(CONT of 20-953)

12/929,941

Feb. 25, 2011

150

8,364,821

1/29/2013

62711

Method and System For Deploying

13/345,187

Content to Wireless Devices

Jan. 6, 2012

(CONT of 20-936)

151

8,369,316

2/5/2013

20-231

(CONT of 20-900)

12/929,953

Feb. 28, 2011

Wireless Emergency Services Protocols

Translator Between ANSI-41 VoIP and

Emergency Services Protocols

152

8,370,435

2/5/2013

20-566

09/494,553

Jan. 31, 2000

System and Method for Servers to Send

Alerts to Connectionless Devices

09/723,285 (CIP)

Oct. 24, 2000

09/723,285 (CIP)

Nov. 28, 2000

19 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

153

8,379,381

2/19/2013

20-279

Rugged Solid State Hard Drive With

12/930,106

Silicone Gel Damping

Dec. 27, 2010

154

8,396,658

3/12/2013

20-616

Probabilistic Reverse Geocoding

61/136,805

Oct. 6, 2008

12/588,143

(illegible)

155

8,385,881

2/26/2013

20-235

Solutions for VoIP 911 Location

(CONT of 20-638)

Services

13/064,203

March 10, 2011

156

8,390,480

3/5/2013

40005

13/459,880

April 30, 2012

(CONT of 20-219)

Method and System for Sharing and

Retrieving Spatial Related Information

157

8,406,728

3/26/2013

62742

April 2, 2012

13/437,213

(CONT of 20-863)

Enhanced E911 Network Access for

Call Centers

158

8,428,619

4/23/2013

40003

13/453,648

April 23, 2012

(CONT of 20-243)

Personal Location Code

159

8,428,869

4/23/2013

20-697

61/064,985

April 7, 2008

12/155,822

(illegible)

Context Enabled Address Selection

160

8,429,303

4/23/2013

20-329

priority 10/16/01

12/662,823

May 5, 2010

(illegible)

Run-Time Engine Implemented on a

Computing Device Allowing

Synchronization of Records During

Application Execution

161

8,489,064

7/16/2013

62710

13/341,461

Dec. 30, 2011

(CONT of 20-832)

Integrated Services User Part

(ISUP)/Session Initiation Protocol

(SIP) Gateway for Unlicensed

Mobile Access (UMA) Emergency Services Call

(illegible)

162

8,515,414

8/20/2013

20-220

(CONT of 20-831)

12/929,502

Jan. 28, 2011

Cellular Augmented Radar/Laser

Detection Using Local Mobile Network

Within Cellular Network

163

8,516,043

8/20/2013

40028

13/547,183

July 12, 2012

(CONT of 20-335)

Geospatially Located Network Content

20 of 21

TeleCommunication Systems, Inc.

US Patents Not Mapped to TCS Products

Count

Patent Number

Issue
Date

APPL. NO./FILING DATE

TITLE

164

8,521,422

8/27/2013

40031

13/549,902

July 16, 2012

(CONT of 62716)

Stateful, Double-Buffered Dynamic

Navigation Voice Prompting

165

8,509,412

8/13/2013

20-287

13/373,841

Dec. 2, 2011

(CONT of 20-357)

System and Method for Providing

Routing, Mapping, and Relative

Position Information to Users of a

Communication Network

166

8,525,681

9/3/2013

20-919

61/136,918

Oct. 14, 2008

12/588,330

Oct. 13, 2009

Location Based Proximity Alert (“Geo

Proximity”)

167

8,532,266

9/10/2013

20-874

60/797,359

May 4, 2006

Efficient Usage of Emergency Services

Keys

11/797,445

May 3, 2007

168

8,532,277

9/10/2013

20-275

13/200,821

Location Derived Presence Information

Oct. 3, 2011

(CONT of 20-685)

169

8,533,853

9/10/2013

20-256

Location Sensitive Solid State Drive

61/186,766

June 12, 2009

12/814,180

June 11, 2010

170

8,467,805

6/18/2013

AND01 120

12/437,969

System and Method for

Determining A

Reference Location Using Cell Table Data

Mining

171

8,542,660

9/24/2013

62726

Intelligent Delivery Agent for Short

13/356,735

Message Distribution Center

Jan. 24, 2012

(CONT of 20-210)

21 of 21

EXHIBIT B

Schedule 7.5(h)

B-1

TeleCommunication Systems, Inc.

Core Patents

Count

Patent
Number

Issue
Date

Core
Patent

Patent Marked
Products

APPL. NO./FILING DATE

TITLE

7,228,333

6/5/2007

CORE

Message

20-465

Wireless Internet Gateway

Distribution Center

60/199,367

(CONT as 20-626)

(MDC); smsExpress

4/25/2000

(DIV is 20-627)

Mobile Broadband

09/630,762

Delivery; Wireless

8/2/2000

Intelligent Gateway

USP 7,228,333

(WIG)

June 5, 2007

7,548,158

6/16/2009

CORE

Messaging Demo

20-841

First Responder Wireless Emergency

Vehicle

60/706,050

Alerting with Automatic Callback and

Aug. 8, 2005

Location Triggering (PCT filed as 20-

11/346.163

893)

Feb. 3, 2006

USP 7,548,158

June 16, 2009

7,082,365

7/25/2006

CORE

Atlasbook Navigator;

10/222,450

Point of Interest Spatial Rating Search

Family Locator;

Aug. 16, 2002

Method and System

Gokivo Navigator;

USP 7,082,365

NavBuilder;

July 25, 2006

Navigation &

Telematics;

Workforce Locator

7,256,711

8/14/2007

CORE

Workforce Locator

10/781,087

Method and System for Saving and

Feb. 17, 2004

Retrieving Spatial Related Information

USP 7,256,711

Aug. 14, 2007

7,333,820

2/19/2008

CORE

Secure the Edge;

10/194, 518

Method and Apparatus for

Workforce Locator;

July 11, 2002

Synchronizing WLAN in a Multi-Mode

Xypoint Location

USP 7,333,820

Radio System

Services Gateway

Feb. 19, 2008

(XLSG)

7,565,155

7/21/2009

CORE

Workforce Locator

10/410,740

Method and System for Dynamic

April 10, 2003

Estimation and Predictive Route

USP 7,565,155

Generation

July 21, 2009

7,626,951

12/1/2009

CORE

20-852

Voice Over Internet Protocol(VoIP)

60/723,960

Location Based Conferencing

Oct. 6, 2005

11/503,908

Aug. 15, 2006

(PCT is 20-607)

USP 7,626,951

Dec. 1, 2009

7,737,868

6/15/2010

CORE

Workforce Locator

20-354

Method and System for Saving and

11/824,911

Retrieving Spatial Related Information

July 3, 2007

USP 7,737,868

June 15, 2010

(CONT = 20-392)

Page 1

TeleCommunication Systems, Inc.

Core Patents

Count

Patent
Number

Issue
Date

Core
Patent

Patent Marked
Products

APPL. NO./FILING DATE

TITLE

7,912,446

3/22/2011

CORE

GMLC; Location

20-638

Solutions for VoIP 911 Location

Agent; LivewirE911;

60/555,305

Services

NavBuilderInside

March 23, 2004

(NBI); TRC; Voice

10/836,330

over LTE 911

May 3, 2004

(VoLTE911); VoIP

USP 7,912,446

Verify

March 22, 2011

7,881,730

2/1/2011

CORE

Workforce Locator

20-360

Method and System for Dynamic

12/484,091

Estimation and Predictive Route

June 12, 2009

Generation

20090287407

USP 7,881,730

Feb. 1, 2011

7,903,001

3/8/2011

CORE

Workforce Locator

20-392

Method and System for Saving and

USP 7,903,100

Retrieving Spatial Related Information

March 8, 2011

priority 2/14/03

12/662,824

May 5, 2010

7,974,235

7/7/2011

CORE

Xypoint Secure User

20-614

Secure Location Session Manager

Plane Location

60/858,337

Server (SUPL)

Nov. 13, 2006

11/709,058

Feb. 22, 2007

(PCT is 20-672)

USP 7,974,235

July 5, 2011

(CONT = 20-253)

7,949,773

5/24/2011

CORE

Message

20-626

Wireless Internet Gateway

Distribution Center

USP 7,949,773

(MDC); smsExpress

May 24, 2011

Mobile Broadband

11/700,894

Delivery; Wireless

Feb. 1, 2007

Intelligent Gateway

60/199,367

(WIG); Xypoint

4/25/2000

Intelligent Router

09/630,762

(XIR)

8/2/2000

(CONT of 20-465)

8,019,581

9/13/2011

CORE

Workforce Locator

20-358

System and Method for Providing

USP 8,019,581

Routing, Mapping, and Relative

Sept. 13, 2011

Position Information to Users of a

11/968,635

Communication Network

Jan. 2, 2008

20080188246

Aug. 7, 2008

8,019,368

9/13/2011

CORE

Message Notification

20-347

Intelligent Queue for Information

Center

USP 8,019,368

Teleservice Messages with

Sept. 13, 2011

Superceding Updates

(CONT of 20-575)

12/926,122

Oct. 27, 2010

Page 2

TeleCommunication Systems, Inc.

Core Patents

Count

Patent
Number

Issue
Date

Core
Patent

Patent Marked
Products

APPL. NO./FILING DATE

TITLE

8,068,587

11/29/2011

CORE

LivewirE911;

20-907

Nationwide Table Routing of Voice

Wireless E-911

USP 8,068,587

Over Internet Protocol (VoIP)

Nov. 29, 2011

Emergency Calls

61/136,255

August 22, 2008

12/461,702

August 21, 2009

8,107,608

1/31/2012

CORE

Workforce Locator;

20-357

System and Method for Providing

Xypoint Location

USP 8,107,608

Routing, Mapping, and Relative

Services Gateway

Jan. 31, 2012

Position Information to Users of a

(XLSG)

11/968,630

Communication Network

Jan. 2, 2008

20080170679

July 17, 2008

8,095,152

1/10/2012

CORE

Workforce Locator

20-218

Method and System for Dynamic

(CONT of 20-360)

Estimation and Predictive Route

12/929,458

Generation

Jan. 26, 2011

8,102,252

1/24/2012

CORE

Messaging Demo

20-985

First Responder Wireless Emergency

Vehicle

12/453,330

Alerting With Automatic Callback and

May 7, 2009

Location Triggering

(CONT of 20-841)

8,169,343

5/1/2012

CORE

Workforce Locator

20-219

Method and System for Saving and

12/929,476

Retrieving Spatial Related Information

Jan. 27, 2011

(DIV of 20-392)

Page 3

EXHIBIT C

Form of Compliance Certificate

C-1

EXHIBIT C TO AMENDMENT NO. 2 TO CREDIT AGREEMENT

EXHIBIT B

FORM OF

COMPLIANCE CERTIFICATE

TELECOMMUNICATION SYSTEMS, INC.

SOLVERN INNOVATIONS, INC.

NETWORKS IN MOTION, INC.

MICRODATA GIS, INC.

MICRODATA, LLC

NEXTGEN COMMUNICATIONS, INC.

Date: , 20

This Compliance Certificate is delivered pursuant to Section 6.2(b) of that certain Credit Agreement, dated as of June 25, 2013, among TELECOMMUNICATION SYSTEMS, INC., a Maryland corporation (“TCS”), SOLVERN INNOVATIONS, INC., a Maryland corporation (“Solvern”), NETWORKS IN MOTION, INC., a Delaware corporation (“NIM”), MICRODATA GIS, INC., a Vermont Corporation (“microDATA GIS”), MICRODATA, LLC, a Maryland limited liability company (“microDATA LLC”), and NEXTGEN COMMUNICATIONS, INC., a Maryland corporation (“NextGen,” and together with TCS, Solvern, NIM, microDATA GIS and microDATA LLC, jointly and severally, individually and collectively, referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to thereto as lenders (each a “Lender” and collectively, the “Lenders”), SILICON VALLEY BANK, as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) as amended by Amendment No. 1 to Credit Agreement dated as of July 29, 2013 and Amendment No. 2 to Credit Agreement dated as of February , 2014 (as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The undersigned, a duly authorized and acting Responsible Officer of the Borrower, hereby certifies, in his/her capacity as an officer of the Borrower, and not in any personal capacity, as follows:

1.I have reviewed and am familiar with the contents of this Compliance Certificate.

2.I have reviewed the terms of the Credit Agreement and the other Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Borrower and their respective Subsidiaries during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial Statements”). Except as set forth on Attachment 2, such review did not disclose the existence during or at the end of the accounting period covered by the Financial Statements, and I have no knowledge of the existence as of the date of this Compliance Certificate, of any condition or event which constitutes a Default or an Event of Default.

3.Attached hereto as Attachment 3 are the computations showing compliance with the covenants set forth in Section 7.1 of the Credit Agreement.

4.[To the extent not previously disclosed to the Administrative Agent, the following is a description of any change in the jurisdiction of organization of any Loan Party:]

5.[To the extent not previously disclosed to the Administrative Agent, a list of any registered patents, registered trademarks or registered copyrights issued to or acquired by any Loan Party since [the Closing Date] [the date of the most recent report delivered] is as follows:]

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, I have executed this Compliance Certificate as of the date first written above.

TELECOMMUNICATION SYSTEMS, INC.

By:
Name:
Title:

Exhibit B

Attachment 1

to Compliance Certificate

[Attach Financial Statements]

Attachment 1 to Exhibit B

Attachment 2

to Compliance Certificate

Except as set forth below, no Default or Event of Default has occurred. [If a Default or Event of Default has occurred, the following describes the nature of the Default or Event of Default in reasonable detail and the steps, if any, being taken or contemplated by the Borrower to be taken on account thereof.]

Attachment 2 to Exhibit B

Attachment 3

to Compliance Certificate

I.	Section 7.1(a) — Consolidated Fixed Charge Coverage Ratio

	A.	Consolidated EBITDA for the Subject Period:

		(“Subject Period” means the four fiscal quarter period ending on the statement date)

		1.	Consolidated Net Income for the Subject Period:	$

		2.	Consolidated Interest Expense for the Subject Period:	$

		3.	Amortization of non-cash deferred financing fees for the Subject Period:	$

		4.	Provision for income taxes for the Subject Period:	$

		5.	Depreciation expenses for the Subject Period:	$

		6.	Amortization of capitalized software development costs for the Subject Period:	$

		7.	Amortization of acquired intangible assets for the Subject Period:	$

		8.	Impairment of goodwill and long-lived assets, if applicable, for the Subject Period:	$

		9.	Stock compensation expense and other non-cash items reducing Consolidated Net Income during the Subject Period approved by the Administrative Agent:	$

		10.	Cash spent on capitalized software development expenses that in conformity with GAAP are so reported on the consolidated statement of cash flows of the Borrower and its consolidated Subsidiaries for the Subject Period	$

		11.	Consolidated EBITDA for the Subject Period (Lines I.A.1+I.A.2+I.A.3+I.A.4+I.A.5+I.A.6+I.A.7+I.A.8+ I.A.9 minus I.A.10):	$

	B.	Portion of taxes based on income paid by the Borrower and its Subsidiaries in cash (net of any cash refunds received) and dividends paid in cash during the Subject Period:		$

	C.	Consolidated Capital Expenditures (other than to the extent funded with the proceeds of Capital Lease Obligations) for the Subject Period:		$

	D.	Consolidated Fixed Charges for the Subject Period¹:

		1.	Consolidated Interest Expense for the Subject Period:	$

		2.	Scheduled payments made during the Subject Period by the Borrower and its consolidated Subsidiaries on account of principal of Indebtedness of the Borrower and its Subsidiaries	$

		3.	microData Subordinated Notes scheduled payments for the Subject Period	$

		4.	Consolidated Fixed Charges for the Subject Period (Lines I.D.1+I.D.2 -I.D.3) (without duplication):	$

	E.	Consolidated Fixed Charge Coverage Ratio for the Subject Period (ratio of Lines (I.A.11 minus I.B minus I.C) to I.D.4):			to 1

Fiscal Quarter Ending		Consolidated Fixed Charge Coverage Ratio

September 30, 2013, December 31,		1.15:1.00
2013, March 31, 2014, June 30, 2014 and September 30, 2014

December 31, 2014 and each fiscal		1.25:1.00
quarter ending thereafter

Covenant compliance: Yes ¨ No ¨

1	To the extent a Subject Period of four fiscal quarters has not elapsed since the Closing Date, such amounts shall be annualized

Attachment 3 to Exhibit B


II.	Section 7.1(b) — Consolidated Senior Leverage Ratio

	A.	Consolidated Senior Indebtedness as of the Statement Date:

		1.	Term Loans (giving pro forma effect as if the Delayed Draw Term Loans had been fully drawn)	$

		2.	Less the amount of any principal amortization of the Delayed Draw Term Loans made after the funding thereof (expressed as a negative number)	$

		3.	Less the amount of cash repayments, purchases or redemptions of the 2014 Convertible Unsecured Notes made by the Loan Parties after the Closing Date pursuant to Section 7.6(i) that were not contemporaneously (or within five (5) Business Days) refinanced with the proceeds of the 2014 Note Refinancing Delayed Draw Term Loans) (expressed as a negative number)	$

		4.	Capitalized Lease Obligations	$

		5.	Total Consolidated Senior Indebtedness as of the Statement Date (sum of Lines II.A.1+II.A.2+II.A.3+II.A.4):	$

	B.	Consolidated EBITDA for the Subject Period (Line I.A.11):		$

	C.	Consolidated Leverage Ratio (ratio of Line II.A.5 to Line II.B):			to 1

Four Fiscal Quarter Period Ending		Maximum Consolidated Senior Leverage Ratio
9/30/2013		3.50x
12/31/2013		3.50x
3/31/2014		3.50x
6/30/2014		3.50x
9/30/2014		3.50x
12/31/2014		3.25x
3/31/2015		3.25x
6/30/2015		3.00x
9/30/2015		2.75x
12/31/2015		2.50x
3/31/2016 and each fiscal quarter ending thereafter		2.00x

Covenant compliance: Yes ¨ No ¨

III.	Section 7.1(c) — Liquidity

	[To be completed only for the period specified in Section 7.1(c)]

	A.	Unrestricted Cash on deposit in accounts maintained with any Lender and its Affiliates as of the Statement Date:	$

	B.	Cash Equivalents on deposit in accounts maintained with any Lender and its Affiliates as of the Statement Date:	$

	C.	Sum of Line III.A and III.B:	$

	Minimum required:			The sum of (i) $35,000,000 plus (ii) the sum of the Revolving Extensions of Credit of all Lenders then outstanding.

	Covenant compliance: Yes ¨ No ¨

Attachment 3 to Exhibit B

EXHIBIT D

Investment Policy

D-1

INVESTMENT POLICY

June 2010

OBJECTIVES

The company’s primary objectives when investing excess cash:

·	Preservation of principal.

·	Liquidity.

·	High level of current income.

The Company’s Controller will review the Company’s cash flow requirements and determine the amount of daily liquidity required for working capital. Funds not required for working capital will be invested in a managed portfolio of fixed income securities within the guidelines set forth below.

INVESTMENT GUIDELINES

1.	Approved Instruments

The funds will be invested only in fixed income instruments denominated and payable in U.S. dollars. The following investments are considered appropriate:

—	Obligations of the U.S. government and its agencies

—	Obligations of States and Municipalities

—	Money market instruments; repurchase agreements, commercial paper, certificates of deposit, bankers’ acceptances, Eurodollar certificates of deposit, and money market funds

—	Corporate bonds, including Eurodollar issues of U.S. corporations, and U.S. dollar denominated issues of foreign corporations

—	Floating rate securities without interest rate caps

—	Asset-Backed Securities (ABS)

—	Collateralized Mortgage Obligations (CMOs) issued and guaranteed by U.S government-guaranteed Agencies

2.	Credit Quality

Individual holdings of commercial paper must be rated A-2/P-2, or better by Standard and Poor’s Corporation and Moody’s Investor Services at the time of purchase.

Securities of Issuers with a long-term credit rating must be rated at least Baa by Moody’s or BBB by Standard & Poor’s. Asset-backed or municipal securities should be rated at least AA.

The following portfolio concentration limits will be observed:

50% - AAA Asset-Backed Securities and Collateralized Mortgage Obligations

25% - BBB Corporate Securities, A2 Commercial Paper, A2 Municipal Securities, Eurodollar time deposits and Yankee CDs, and AA Asset-Backed Securities.

Securities, which are downgraded by the above rating services, may be held with approval of the Chief Financial Officer. A notification of the downgrade and recommended action should be sent to the Chief Financial Officer within 2 days of the downgrade event.

Repurchase agreements will be 102% collateralized with securities issued by the U.S. government or its agencies.

3.	Diversification

Securities of a single issuer valued at cost at the time of purchase, should not exceed 10% of the market value of the portfolio or $1 million, whichever is greater.

For purposes of this diversification restriction, securities of a parent company and its subsidiaries will be combined except for captive finance companies. Such captives will be included with their parent company only if their primary purpose is to finance the parent’s business.

Securities issued by the U.S. Treasury and U.S. Government Agencies are specifically exempted from these restrictions.

4.	Marketability/Liquidity

Issue size should normally be greater than $50 million for corporate bonds, although exceptions are permissible with prior approval of the Chief Financial Officer. No single position in any issue will equal more than 10% of that issue.

5.	Maturity/Portfolio Duration

The final maturity of each security within the portfolio shall not exceed 36 months. In the case of securities with regularly scheduled principal repayments (i.e., asset-backed securities), the average life of the security shall be within 24 months. The weighted average maturity of the portfolio will not exceed 18 months.

For the purposes of this restriction, securities that have periodic interest rate reset features, such as floating rate notes, the final maturity will be deemed to be equal to the reset period.

6.	Performance Measurement

The investment manager will meet with the Chief Financial Officer or a designee no less than annually and will be available for regular telephone contact. Investment performance for the portfolio will be measured against the Merrill Lynch Government/Corporate Bond Index (1-3 years).

On a monthly basis, the investment manager will provide statements of transactions and market valuation of portfolio assets including, on a security by security basis:

—	Investment Policy Compliance Reporting

—	Interest accrual and amortization/accretion reporting

—	FAS115 and FAS95 compliant investment reporting

—	Unrealized gain/loss summaries

—	Yield to maturity on cost and market & weighted average maturity

The Investment Manager must be able to claim compliance with the CFA Institute’s Global Investment Performance Standards (GIPS^®) and provide an independent verification of that compliance within one year of service.

Jon Pilon		1-24-2014
<Authorized Signature>		Date

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. freshman Avg

Telecommunication Systems (TSYS) Inactive 10-K2013 FY Annual report

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