GEC Great Elm Capital Group Inc New

PROPOSAL NO. 1: THE DIVESTITURE PROPOSAL

The following is a description of the material aspects of the Divestiture, including the purpose of the transaction, background information on the transaction, the analysis undertaken by our board and its financial advisor, and the material terms of the Purchase Agreement. While we believe the following description covers the material terms of the Divestiture, the description may not contain all of the information that is important to you. In particular, the following summary of the Purchase Agreement is not complete and is qualified in its entirety by reference to the copy of the Original Agreement attached to this proxy statement as Annex A and the copy of the Purchase Agreement Amendment attached to this proxy statement as Annex B, each incorporated herein by reference. You should carefully read this proxy statement and the other documents to which we refer, including the Purchase Agreement, for a complete understanding of the terms of the Divestiture.

Background and Reasons for the Divestiture

Background

Philip A. Vachon, who then was Chairman of our board of directors, has known executives of the Purchaser for many years. After we had sustained a string of over 20 litigation losses and concluding that our then current management team had no ability to generate revenue by other means, in late 2014, Mr. Vachon contacted representatives of the Purchaser to determine if the Purchaser would be interested in acquiring our patent business.

In February 2015, we and the Purchaser signed a non-disclosure agreement, and the Purchaser conducted due diligence on our patent business, including visiting the IP Licensing Companies' office in Reno, Nevada.

Timothy Robbins and Daniel Mendez, who then were the co-general managers of our IP business, held numerous conversations with representatives of the Purchaser concerning our business and its prospects, including potential collections at our FRAND rates.

In March 2015, the Purchaser provided us a term sheet and indicated its willingness to acquire the IP Licensing Companies for an aggregate cash price of $75 million. Our board of directors instructed Mr. Vachon to counter the Purchaser's proposal at $100 million. The Purchaser replied that it was unwilling to raise its price and discussions terminated at that point.

In April 2015, Richard S. Chernicoff, a member of our board of directors, met with representatives of Party A, a handset manufacturer. Mr. Chernicoff described our Lenovo transaction and suggested that Party A should proceed with a similar transaction that would result in a license to our portfolio and ownership of a number of our SEP patents. Party A's representatives advised that such a transaction would require senior management and board approval and, accordingly, Party A would not be able to proceed with a transaction quickly.

In April 2015, our board of directors hired Boris Teksler as our chief executive officer. Mr. Teksler's employment commenced on June 1, 2015.

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During a meeting of our board of directors on July 21, 2015, Mr. Vachon led a discussion emphasizing the need to evaluate carefully the best course for us in order to optimize the return on our patent portfolio, to use our cash prudently and to enable us to run profitably so that we could take advantage of our net operating loss carry-forward tax assets. On July 21, 2015, our board of directors formed a strategic committee (the Strategic Committee ) to explore various alternatives for the business.

During the summer of 2015, the Strategic Committee explored the spin-off of our patent business to our stockholders. As of that date, the spin-off would have required Ericsson's consent. In August 2015, the Strategic Committee decided not to pursue the spin-off based upon management's projection of negative free cash flows for the first year after the spin-off and the negative reaction to the spin-off proposal received in discussions with representatives of Ericsson.

In July 2015, Mr. Vachon asked representatives of the Purchaser if the Purchaser would re-engage on acquiring our patent business.

From September to December 2015, a total of 11 potential buyers executed non-disclosure agreements with us, including a second agreement with the Purchaser.

On September 17, 2015, we received a non-binding term sheet from the Purchaser offering to acquire the IP Licensing Companies for a cash purchase price of $35 million, subject to customary representations and warranties and covenants, a post-signing "no-shop" provision and a break-up fee of $1.75 million. In addition, if our stockholders did not approve the transaction, the Purchaser proposed that we reimburse its expenses related to the proposed transaction. The Purchaser also sought the right to approve any litigation settlement reached between signing of the proposed purchase agreement and the closing.

On September 21, 2015, our board of directors met to discuss pending strategic activities. Our board of directors formally reviewed a presentation establishing the business rationale for forming the Strategic Committee. Our board of directors also received legal advice from its general counsel regarding the benefits of following a formal process to evaluate our strategic options. It was proposed that Richard Chernicoff, Peter Reed and Boris Teksler comprise the Strategic Committee. Our board of directors then proceeded to discuss the Purchaser's term sheet. In addition, our board of directors discussed the need to retain a financial advisor to provide a fairness opinion for any transaction our board of directors might approve. In addition, management informed our board of directors that management was engaged with at least one other party in order to determine whether the Purchaser's offer provided fair value for the assets proposed to be acquired.

On September 22, 2015, William Marino, who was then a member of our board of directors, spoke by phone with a senior executive at Party B to explore whether that party was interested in making an offer to acquire our patents. Mr. Marino stated that we were seeking more than $300 million from Party B for the portfolio as the proceeds of a transaction with Party B would need to be shared with Ericsson as required under the MSA.

On September 25, 2015, a senior executive of Party B called Mr. Teksler to inform Party B decided that it would not proceed with a bid to purchase our patents at that time.

On September 25, 2015, Mr. Teksler and Mr. Mesel spoke with Evercore Partners to discuss retaining them to run a process. Evercore provided a proposal to Unwired Planet. During a later held Strategic Committee meeting, we decided that the Evercore proposal was too pricey and elected to have management lead the process, given its extensive network in the industry.

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On September 28, 2015, Mr. Vachon spoke by phone with a senior executive at Party B to discuss why Party B had decided not to make a bid for the Company's patents. Party B's senior executive said that our stated price was too high. Mr. Vachon then invited Party B to make a proposal at any valuation Party B thought was appropriate.

On October 4, 2015, the Strategic Committee formally met for the first time. In that meeting it reviewed and formally approved its charter. At that meeting, Messrs. Chernicoff, Reed and Teksler discussed the general approach the Strategic Committee would take to evaluating different strategic alternatives. The Strategic Committee agreed to consider transactions with parties that are operating companies, licensing entities, financial buyers and any other parties interested in a significant purchase of our patents.

On October 26, 2015, Party C proposed to acquire 420 of our patents for an aggregate cash purchase price between $18 million and $22 million. Our management team recommended against such proposal as they had confidence that our litigation strategy would result in the infringers' willingness to negotiate FRAND licenses in the first quarter of calendar 2016.

On November 4, 2015, we created an electronic data room to enable interested parties to access information with respect to the IP Licensing Companies, their patents and their pending litigation and the agreements with Ericsson.

On November 5, 2015, Mr. Teksler held a phone conference with representatives of Party D, a company in the patent licensing business. Party D expressed interest in purchasing the Company's patent portfolio, suggesting that their initial pricing expectations were in the mid- to high- tens of millions of dollars.

On November 5, 2015, Mr. Teksler met by phone with representatives of the Purchaser. The Purchaser presented a counter-proposal to our $100 million offer. That counter-proposal was that the Purchaser make an initial payment of $25 million net of cash held in UPLLC, with an earn-out over time up to $62 million after the Purchaser covered its costs.

On November 5, 2015, the Strategic Committee met, and Mr. Teksler led a discussion regarding recent developments with two potential acquirers of our patent portfolio. Mr. Teksler described his conversation earlier in the day with representatives of the Purchaser.

Mr. Teksler then described his recent conversations with Party D. He stated that Party D expressed interest in purchasing the patent portfolio and was expected to present an offer early in the week of November 9. He said that he expected Party D's offer to be in the range of $55 million to $70 million.

On November 10, 2015, Mr. Teksler interviewed Dr. Elvir Causevic, the chief executive officer of Black Stone IP. Dr. Causevic expressed interest in being engaged to perform the work we requested. Accordingly, later on November 10, 2015, we entered a non-disclosure agreement with Black Stone IP in order to facilitate the financial advisory work to be conducted by Black Stone IP.

On November 13, 2015, Mr. Teksler and Noah Mesel, our general counsel, met in person with senior management representatives of Party A. The parties discussed the advantages to Party A's operating business and the timing of a potential transaction. While Party A's representatives said they were interested in the opportunity, it would be a challenge for them to consummate a transaction in the near future.

On November 14, 2015, Mr. Teksler and Mr. Mesel met in person with representatives of Black Stone IP at our offices in Los Altos, California. The participants in the meeting discussed the

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pending offer from the Purchaser and other proposals then being explored by the Strategic Committee. Black Stone IP's representatives asked questions regarding the materials made available in the data room, and the parties discussed potential timing of a transaction.

On November 16, 2015, a representative of Party D informed Mr. Teksler that Party D decided not to make an offer to purchase our patents.

On November 25, 2015, Mr. Teksler and Mr. Mesel met by phone with representatives of Party E. Party E proposed to be an authorized sublicensor of our patent portfolio, and that Party E would pay a "significant" but unspecified fee.

Later on November 25, 2015, the Strategic Committee met, and Mr. Teksler discussed the phone meeting he and Mr. Mesel had with Party E earlier that day. Mr. Teksler also described on-going licensing efforts by our management. Mr. Chernicoff informed the other Strategic Committee members that he had recently spoken with a representative of Party A regarding developments in the business. Mr. Teksler then described his recent conversation with representatives of the Purchaser, and that a potential transaction with the Purchaser remained on track.

On December 3, 2015, our board of directors held its regularly scheduled quarterly meeting. At the meeting, Mr. Teksler outlined management's activities since the September 21, 2015 board of directors meeting. He identified approximately 25 different parties with whom management had included in its list of those potentially interested in a significant license or sale of a substantial portion of the IP Licensing Companies' patents. Of those parties, management had met by phone or in person with twelve, and fewer than ten had expressed serious interest in further discussions. At that time, management's sensitivity analysis led to the view that the present value of the IP Licensing Companies' patent portfolio was in the range of $27.7 million to $79.2 million. Representatives of Skadden, Arps, Slate, Meagher & Flom LLP ( Skadden Arps ), our legal counsel, then provided advice to the board of directors regarding the Delaware statutory and case law standards applicable to their duties of care and loyalty. At this meeting, our board of directors expressed deep concern about the risk that the infringers were being successful in their strategy of using litigation to force us to the brink of bankruptcy.

On December 11, 2015, Mr. Teksler and Taylor Harmeling, who then was a member of our board of directors, met with Party E. No proposals resulted from that meeting.

On December 16, 2015, Messrs. Teksler and Chernicoff held a teleconference with representatives of Ericsson, representatives of the Purchaser and Paul Weiss Rifkind Wharton & Garrison LLP ( Paul Weiss ), counsel to Ericsson, with respect to the then current draft of Ericsson's consent to the transaction, which was required to protect Ericsson's receipt of deferred consideration for the patents it transferred under the MSA, and the process outlined by the Strategic Committee.

On December 17, 2015, the Strategic Committee met, and Mr. Teksler updated the Strategic Committee regarding the recent phone conversations discussions with representatives of the Purchaser and Ericsson. In addition to the Strategic Committee members, the other members of our board of directors, Taylor Harmeling, Jess Ravich and Mr. Vachon, attended the meeting. Mr. Chernicoff confirmed that Ericsson was not prepared to give pre-approval of a potential transaction until it was certain with which bidder we would complete the transaction. Mr. Teksler outlined the various strategic options then available to the board of directors. The members of the Strategic Committee raised questions regarding the various options and considered the likelihood of various options resulting in a positive outcome for us. After discussing the alternatives, the consensus of the Strategic Committee and the other members of our board of directors was that our representatives who have been talking with representatives of the Purchaser should inform the

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Purchaser that we would be willing to remove the go-shop provision from the draft definitive agreement in exchange for the Purchaser meaningfully increasing its price to purchase the patent assets.

Mr. Vachon informed the Purchaser's representatives of our decision to remove the go-shop provision on the condition that the transaction price was meaningfully increased. On December 28, 2015, an increase in the total transaction value to $50 million with $10 million of such amount being made two years after closing was negotiated.

On December 28, 2015, Mr. Teksler called Party E to re-engage Party E in the negotiation. No proposals resulted from those efforts.

On January 6, 2016, Messrs. Teksler and Chernicoff reported on the terms of the most recent draft definitive agreement to the Strategic Committee.

On January 11, 2016, we agreed to the final terms of the engagement letter with Black Stone IP.

On January 14, 2016, Mr. Chernicoff provided an update to our board of directors on the negotiations of a definitive agreement with the Purchaser, and the diligence items remaining to be completed. Questions were raised about the negotiations and pending diligence items. After a lengthy discussion, our board of directors directed management to continue to negotiate terms with the Purchaser while exploring other options.

On January 16, 2016, the Company entered a non-disclosure agreement with Party G, a company in the financial services industry.

On January 20 and 21, 2016, Mr. Chernicoff, Mr. Teksler, Mr. Mesel and Mr. Vachon met with Mr. Les Ware, the Purchaser's Chief Executive Officer, Mr. Jamie Ribman, the Purchaser's President, as well as Mr. Fred Telecky, the Purchaser's Head of Licensing, Ms. Staci Hanscom, the Purchaser's Chief Financial Officer, and Mr. Michael Dorey, of Lidji Dorey & Hooper, the Purchaser's outside counsel. The meeting took place at the Purchaser's offices in Plano, Texas. The participants in the two-day meeting reviewed the draft definitive agreement and our disclosure letter, resolved open points regarding representations and warranties, covenants, and how indemnification claims, if any, would be charged against the $10 million that was to be held back for two years. In addition, the parties negotiated that any legal fees due to McKool Smith PC for U.S. litigation would be our responsibility, as would any success fee earned by EIP Europe LLP in London for litigation wins in the UK. The parties concluded the meetings with the shared expectation that remaining document edits and any other business issues would be handled by telephonic meetings and email.

On January 22, 2016, the Strategic Committee met and Mr. Teksler provided an update regarding the status of discussions with the Purchaser and Ericsson. Mr. Teksler also reported that he had a further call scheduled with another interested party later on January 22, 2016, at which time he would know whether it was prepared to present a competing offer.

On January 24, 2016, our board of directors held a special telephonic meeting to discuss the status of our strategic process. Mr. Teksler outlined our strategic process beginning in July 2015. Mr. Teksler reviewed the different transactions considered by management and the Strategic Committee, including a public spin-off, a management spin-off, and transactions with strategic and financial parties. The requirement for us to obtain Ericsson's consent to a transaction under the MSA was a significant factor we would need to consider in evaluating strategic transactions. During the course of exploring strategic transactions, management contacted over twenty-four parties, of which seven engaged in discussions and performed some degree of due diligence. The only remaining

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parties with which any discussions were ongoing were the Purchaser and Party F. Mr. Teksler expressed his opinion that the only party with whom a transaction was practical at such time was the Purchaser. A discussion followed among the members of our board of directors regarding the process undertaken to explore strategic alternatives. Mr. Chernicoff led a discussion regarding the recent meetings with the Purchaser in Plano. As of the date of the meeting, the main open points outside of the draft purchase agreement were the final form of consent from Ericsson, and a negotiated termination of a fee agreement with the law firm McKool Smith PC.

Representatives of Skadden Arps then made a detailed presentation on the terms and conditions of the draft purchase agreement. In particular, the discussion focused on the business and assets being sold; consideration, which consisted of $40 million paid at close plus an additional $10 million paid after two years, subject to adjustments; the Purchaser's financing sources; the representations and warranties; the pre-closing covenants; the effects of covenants that could prohibit our ability to close a license agreement between signing and closing; our board of directors' fiduciary outs; the "no-shop," "Alternative Proposal" and "Superior Proposal" provisions; and the closing conditions, including stockholder approval, Ericsson's consent and the noteholders' consents, bring-downs of our representations and warranties; the definition of material adverse effect, which includes a number of important carve-outs, which representatives of Skadden Arps described in detail; termination provisions; and the post-close indemnification and dispute resolution provisions.

On the morning of February 7, 2016, our board of directors met to review the terms of the then current draft of the Purchase Agreement. In that meeting, representatives of Skadden Arps reviewed the terms of the February 6, 2016 draft of the purchase agreement. Mr. Teksler informed our board of directors that the Purchaser was ready to execute the then current draft of the Purchase Agreement and that it was his understanding that Ericsson's consent to the transaction was forthcoming later in the day. Mr. Mesel informed our board of directors that our senior note holders' consent to the transaction had been obtained. In addition, representatives of Black Stone IP orally presented their analysis of the proposed transaction.

A lengthy discussion occurred during and after counsel's presentation, including a review of potential alternative deals with other companies. Such transactions would require significant further negotiation with such counterparties and additional discussions with Ericsson for its consent, and it was discussed that the success of a transaction with either of the alternative parties would depend largely upon there being significantly greater consideration offered by the other party than what the Purchaser was offering at that time.

At 8:00 a.m. Pacific Time on February 7, 2016, our board of directors held a special telephonic meeting at which all members were present. Mr. Teksler, Mr. Chernicoff and representatives of Skadden Arps summarized the terms of the definitive agreement as negotiated over the weekend. Mr. Chernicoff and Mr. Teksler noted that the current terms of the Ericsson consent provided that Ericsson and the Purchaser would agree on an amount that the Purchaser will pay Ericsson at the closing of the Divestiture; that amount is to be agreed upon by the Purchaser and Ericsson before the Divestiture. The uncertainty created by this open point remained a risk for us. Representatives of Black Stone IP then presented their final valuation analysis. Black Stone IP then delivered its opinion that the consideration to be received by us under the then-proposed Purchase Agreement was fair to Unwired Planet, Inc. from a financial point of view. Our board of directors approved the then current draft of the Purchase Agreement and authorized its due execution and delivery and recommended that our stockholders vote for approval of the transactions contemplated thereby.

In the morning of February 7, 2016, Mr. Teksler informed the Purchaser and its outside counsel and Ericsson's IP licensing team and its counsel by email that we were ready to exchange signature

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pages for all the documents related to the transaction, including the Purchase Agreement and the Ericsson consent.

At 11:30 p.m. Pacific Time on February 7, 2016, Mr. Teksler informed our board of directors that Ericsson had not yet given its consent to the transactions.

On February 8, 2016, Mr. Chernicoff contacted Party H to determine whether it would proceed with its previously proposed transaction. Party H requested additional due diligence information, but never made an updated proposal.

As an alternative, Mr. Teksler, Mr. Chernicoff and Mr. Mesel met with Party G earlier on February 10, 2016, to explore that party's interest in a potential alternative transaction. Mr. Chernicoff explained that Party G would require approximately two weeks to complete their diligence and then would require some additional period of time after conducting their diligence to negotiate a definitive agreement.

On February 10, 2016, our board of directors held a special telephonic meeting. Mr. Teksler informed our board of directors that Ericsson has not yet given its consent to the transaction with the Purchaser. While Mr. Teksler continued to work with Ericsson to reach an agreement that would permit us to move forward with the Purchaser, uncertainly remained.

On February 19, 2016, the Strategic Committee met, and Mr. Teksler described the status of discussions with the Purchaser and Ericsson. Mr. Teksler then informed the Committee of discussions with two financial parties, and Mr. Chernicoff informed the Committee of his discussions with a third financial party. Mr. Teksler and Mr. Mesel informed the Committee of on-going licensing discussions with other parties. The Strategic Committee discussed options with respect to alternative transactions and agreed to pursue all options in parallel.

On March 9, 2016, our board of directors authorized management to withdraw up to $3.5 million from our bank account and contribute it as capital to the IP Licensing Companies. The IP Licensing Companies then used such funds to pay the incentive fee that our European counsel insisted was due and payable.

On March 10, 2016, our board of directors held a special telephonic meeting. Mr. Teksler provided an update regarding Ericsson's consent for the proposed transaction with the Purchaser. Mr. Teksler and Mr. Chernicoff noted that a risk existed that the Purchaser would attempt to renegotiate the terms of their purchase of the Company's patent portfolio due to the delay.

On March 11, 2016, Party B sent Mr. Teksler a term sheet offering to purchase the patent portfolio for $60 million subject to conditions including conducting further due diligence, negotiation of definitive documents, and Party B's board approval. The offer was set to expire on March 14, 2016. Mr. Teksler contacted Party B to let them know that its offer was not superior to other bidders and that it would need to raise its bid.

On March 17, 2016, outside counsel for the Purchaser sent updated drafts of the Purchase Agreement and the Purchaser's disclosure letter to Skadden Arps. The revised draft reflected three main revisions, among others:

•

the total consideration was reduced to $40 million, with up to $30 million payable at the close and up to $10 million payable after two years

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the break-up fee was reduced from $2.5 million to $2.0 million, and

•

the final termination date for closing the transaction was extended from April 15, 2016 to June 1, 2016.

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On March 31, 2016, our board of directors held a special telephonic meeting. Mr. Vachon and Mr. Teksler provided an update on discussions with representatives of the Purchaser. Mr. Vachon shared his understanding that the remaining issues relate to the balance sheet and cash flow documentation that management has shared with the Purchaser's finance organization; Mr. Vachon undertook to obtain final documents from the Purchaser in the morning of April 1, 2016.

On April 5, 2016, our board of directors held a special telephonic meeting, and all board members attended the meeting. Mr. Teksler informed our board of directors that management and the Purchaser had reached final agreement on the form of the transactions. Our management expected to receive Ericsson's final approval on April 6, 2016. Representatives of Skadden Arps described the changes in the definitive agreement since the version of that document reviewed by our board of directors on February 7, 2016. Representatives of Black Stone IP presented updated valuation analysis, based upon the revised consideration, other modified terms, and updates in the IP Licensing Companies' operational results in the definitive agreement. Representatives of Black Stone IP orally delivered their opinion, the written confirmation of which is in Annex C. Our board of directors approved the Purchase Agreement and the Divestiture, authorized the execution and delivery of the Purchase Agreement and recommended that you approve the Divestiture Proposal.

On April 6, 2016, at shortly after 1:00 p.m. Pacific Time, we, Ericsson and the Purchaser delivered a number of agreements, including the Ericsson consent and the Purchase Agreement.

On April 29, 2016, Party G submitted a non-binding proposal that contemplated, among other things:

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formation of a new holding company between us and the Licensing Companies;

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that holding company having the ability to borrow up to $35 million from Party G;

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conversion of such debt into equity of the new holding company; and

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the spin-off after February 14, 2017 of the equity we own in the new holding company to our stockholders.

We shared Party G's non-binding proposal with Ericsson and the Purchaser. At a meeting of our board of directors on May 1, 2016, our board of directors considered Party G's proposal. Our board of directors was unable to make the necessary financial, legal and factual findings under Section 4.11 of the Purchase Agreement to proceed to negotiate with Party G based on that proposal. Our representatives subsequently advised Party G that we were unable to negotiate with Party G over its proposal based on the restrictions in the Purchase Agreement.

On May 25, 2016, we and the Purchaser entered into the Purchase Agreement Amendment, which is attached to this proxy statement as Annex B.

Our Board's Reasons for the Divestiture

By unanimous vote, our board of directors determined that the Purchase Agreement and the Divestiture are advisable and in the best interests of our company and our stockholders and approved and adopted the Purchase Agreement and the transactions contemplated thereby. Our board of directors recommends that you vote:

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FOR the Divestiture Proposal;

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FOR the Name Change Proposal;

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FOR the Say on Pay Proposal;

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FOR the Option Modification Proposal;

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FOR the LTIP Proposal;

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FOR the ESPP Proposal; and

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FOR the Adjournment Proposal.

In reaching its determination to approve the Purchase Agreement and to recommend your approval of the transactions contemplated by the Purchase Agreement, our board of directors evaluated the Divestiture in consultation with management, and our internal and outside legal counsel, and considered a number factors, which are discussed below.

Among the material information and factors considered by our board of directors were the following:

Structural Changes in the Patent Business.     Over the last several years there have been structural changes in the patent business. There have been legislative, administrative and judicial changes that changed the methods of calculating damages and made litigating patent infringement cases less likely to succeed, more costly, difficult and take significantly longer. These changes have resulted in infringers being much less willing to enter into consensual licenses on commercial terms. We have put a number of infringers (including some who were licensed to our patents when those patents were owned by Ericsson) on notice of their infringement of our patents, but the infringers refused to enter into FRAND licenses.

We Have Limited Financial Resources.     As of March 31 2016, we had $55.9 million of cash and cash equivalents and in excess of $35 million of outstanding debt obligations. Our management projected spending over $30 million in cash in calendar 2016 in anticipation of seeing revenue in the second half of 2017. Our board of directors did not approve that plan and members of our board of directors expressed concern as to whether we would receive a going concern opinion on our June 30, 2016 financial statements if we merely executed the proposed plan. Members of our board of directors also discussed the possibility that if we executed on management's stand-alone plan, we may be forced to raise capital on terms that are exceptionally dilutive to the interests of our current stockholders or be unable to raise needed capital;

Ericsson Has Significant Rights to Protect Receipt of Its Deferred Compensation.     Under our agreements with Ericsson, Ericsson has significant rights, including, among others, the right to at least fifty percent of our gross revenue, a right of first refusal on our sale of the patents acquired from Ericsson, and a right to consent to a change of control of our company. Once our cumulative revenues under the Ericsson agreement exceed $500 million, Ericsson's revenue share grows to 70% (unless we exercise our option to buy-down Ericsson's revenue share by making an advance cash payment);

Our Litigation Track Record and Prospects.     Since becoming a patent licensing company in 2012, we have asserted twenty eight patents in US litigation. Not one of these patents has survived pre-trial motions to have a jury consider validity, infringement, enforceability and damages. In the IP Licensing Companies' case against Apple, Inc. and against the defendants in the United Kingdom we are at risk of having to pay our opponent's legal fees (increasing the risk of losing the case as a

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whole or particular matters within a case). Despite our victories in the United Kingdom and Germany, the defendants in such cases have filed, and are likely to continue to file, appeals with respect to any success we may have in court. These appeals extend our time to revenue and risk that we may lose cases we won in the first instance or be forced to re-try cases that we won in the first instance;

The Patent Business Conflicts With Growth Opportunities.     Our board of directors desires to be in profitable growing businesses. We believe it is less risky to acquire established businesses rather than take the entrepreneurial risk of starting new businesses from the beginning. Businesses that desire to sell products and services often don't want to be associated with patent licensing operations and don't want the dilution that comes from being in a company with negative earnings from its legacy patent business;

Capital Market Valuations of Small Patent Licensors.     In 2012 when our board of directors decided to become a patent licensing company, the equity markets valued small patent licensing firms were at significant multiples of trailing revenues and earnings. The capital markets currently value small patent licensing firms almost exclusively on a discounted cash flow basis and in fact our equity was valued on March 31, 2016 at only $38.3 million above our cash and cash equivalents balance;

Opportunities in the Financial Services Business.     Our board of directors noted that there were a number of opportunities where the public markets have valued financial services businesses below the inherent value of those businesses. Our board of directors believes that our company — well capitalized — can take advantage of such market dislocations;

Results of Our Discussions with Potential Acquirers of Our Patent Business.     As discussed above, we have contacted a number of potential strategic and financial acquirers of our patent business and the Divestiture was the best alternative to emerge from that process;

Opinion of Black Stone IP.     Our board of directors received the opinion of Black Stone IP, dated April 6, 2016, that the consideration to be received per the Purchase Agreement is fair to us from a financial point of view;

Purchase Agreement.     Our board of directors reviewed, with our legal advisors, the structure of the Divestiture and other terms of the Purchase Agreement. In particular, our board of directors considered the following specific aspects of the Purchase Agreement:

•

we have the right to engage in negotiations with, and provide information to, a third party that makes an unsolicited written acquisition proposal, if our board of directors determines in good faith, after consultation with its outside legal and financial advisors, that such proposal constitutes or could reasonably be expected to lead to a transaction that is reasonably capable of being completed on the terms proposed and is more favorable to our stockholders than the transactions contemplated by the Purchase Agreement;

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our representations and warranties in the Purchase Agreement, including the "material adverse effect" standard that qualifies many of our representations and warranties;

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the nature of the closing conditions included in the Purchase Agreement, as well as the likelihood of satisfaction of all conditions to the completion of the Divestiture;

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our board's right to change its recommendation in favor of the Divestiture upon receipt of a superior offer or upon the occurrence of an intervening event if failing to take such action would be inconsistent with our board of directors' fiduciary duties to you under applicable law, subject

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to the Purchaser's right to terminate the Purchase Agreement and our potential obligation to pay the Purchaser a $2 million termination fee;

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the circumstances under which the termination fee is payable by us to the Purchaser and the size of the termination fee, which was determined by negotiation between the parties and which our board views as reasonable based on an analysis of precedent transactions and in light of the size and benefits of the transaction and not preclusive of a superior proposal, if one were to emerge;

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the Divestiture will not occur without approval by holders of a majority of the outstanding shares of our common stock; and

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the Purchaser remains obligated to close the transaction even if we sustain loses in our pending litigation.

Alternatives to the Divestiture.     Our board of directors took into consideration its belief that, after careful consideration of potential alternatives to the transformation, including Divestiture, is expected to yield greater benefits to our stockholders (including the benefits discussed above) than would the range of reasonably available alternatives considered. The potential alternatives considered included standalone strategies, including adopting management's cash depleting plan, deeply discounted pricing, business separation, attempting to diversify while maintaining the patent business and the attendant risks of each of them, including the scarcity of financing for intellectual property companies at the current time and our agreements with Ericsson.

Bankruptcy Risk.     If we continue in the patent business, our board of directors was aware of the high probability that we might end up in bankruptcy proceedings. The occurrence of a triggering event under our Ericsson agreements would result in Ericsson taking its patents and having an unsecured claim of $1 billion against us as well as a cross-default under our senior secured notes. A triggering event could occur as a result of the IP Licensing Companies' inability to pay its trade creditors, including our legal counsel.

Our board of directors also considered certain potentially negative factors in its deliberations concerning the transformation, including, but not limited to, the following:

We Might Succeed In Licensing Our Patents.     It is possible that we may be successful in litigation and on appeal, and that those litigation successes may result in our customers taking worldwide licenses that generate significant cash flows and result in appreciation of our stock price;

We Might Get a Higher Price If We Sell Later.     It is possible that our United Kingdom and German cases and related appeals may have positive outcomes in the next twelve months. It is possible that positive litigation events may result in additional parties becoming interested in acquiring our patents and parties may be willing to pay a higher price based on the achievement of those litigation successes.

We May Have Near Term Litigation Success.     Were positive developments to occur in our litigation between signing and closing the Divestiture, those developments do not give us the right to change the price of the transaction nor do they, in and of themselves, give us the right to terminate the Purchase Agreement;

Failure to Close.     Our board of directors considered the risks and contingencies relating to the announcement and pendency of the business combination and the risks and costs to us if the

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closing of the Divestiture is not timely or if the business combination does not close at all, including the impact on our relationships with employees and third parties and the effect a public announcement of termination of the Purchase Agreement may have on the trading price of our common stock;

Our New Business May Not Succeed.     We may acquire businesses that do not meet our expectations of profitability, cash flow and stock price for reasons related to our execution, external factors or otherwise;

Our New Business May Not Result in Higher Total Stockholder Return.     We have cash, financial and human capital resources. We plan to deploy these resources in new businesses. Our due diligence, our business planning, our execution, our investor relations and a number of other factors together with changes beyond our control may not result in the total stockholder returns our board of directors desires to produce for our stockholders. See Proposal 1: the Divestiture — Risk Factors";

The IRS May Challenge Our Utilization of Our Net Operating Loss Carryforwards.     If we earn taxable income in future periods, the Internal Revenue Service may challenge our utilization of our net operating loss carryforwards. The Internal Revenue Service will have a number of theories on which it and the U.S. Justice Department could base a challenge to our utilization of our net operating loss carryforwards and the resolution of such challenges is uncertain;

Purchase Agreement.     Our board of directors considered the risks associated with various provisions of the Purchase Agreement, including:

•

the requirements that we must pay to the Purchaser a termination fee of $2 million, if the Purchase Agreement is terminated under certain circumstances, which might discourage other parties potentially interested in an acquisition of, or combination with, us from pursuing that opportunity, even if potentially more favorable to you than the Divestiture;

•

the fact that the Purchase Agreement includes restrictions, which our board of directors regards as customary for transactions of this type, on our ability to solicit offers for alternative proposals or engage in discussions regarding such proposals, subject to exceptions, which could have the effect of discouraging such proposals from being made or pursued, even if potentially more favorable to our stockholders than the transaction with the Purchaser;

•

the Purchaser has the right to set off claims for breaches of our representations and warranties, taxes and pre-closing operation of our business against the $10 million back-end payment. We may not receive the entire $10 million that we expect to receive two years after the closing;

•

at the closing, we will have to pay $4.6 million to our counsel McKool Smith PC in settlement of their contingent right to payment in respect of cases that we lost and we have to discharge an incremental $200,000 of our European counsel's success fee;

•

if we win our pending litigation against Microsoft, we must share one-half of the recovery with the Purchaser and if we lose the pending litigation against Microsoft, we bear all of the risk of paying Microsoft's legal fees in that case;

•

the uncertainty of the fulfillment of the conditions in Ericsson's consent to the Divestiture; and

•

the Purchaser's rights over our litigation until the Divestiture closes.

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Ericsson Agreements.     In connection with the Divestiture we agreed with Ericsson not to assert any patents we acquire during the 5-year period after closing. As a result of the assignment of the Lenovo agreement from UPLLC to us, we agreed to abide by UPLLC's agreement to pay Ericsson fifty percent of any royalties we receive under the Lenovo agreement and, if the Purchase Agreement is terminated, we will be obligated to contribute additional capital to the IP Licensing Companies, which our management has estimated will be in excess of $10 million at June 30, 2016.

Our board of directors concluded that the potentially negative factors associated with the transformation were outweighed by the potential benefits that it expected you would achieve as a result of the transformation, including our board of directors' belief that the Divestiture would, of the reasonably available alternatives, maximize the value of your shares and mitigate the risks and uncertainties affecting our future prospects.

In addition, our board of directors was aware of and considered the interests that our directors and executive officers may have with respect to the Divestiture that differ from, or are in addition to, their interests as stockholders generally, as described in the section entitled "Proposal 1: the Divestiture — Interests of Directors and Executive Officers in the Divestiture" beginning on page 51.

The foregoing discussion of the information and factors considered by our board of directors is not exhaustive. In view of the wide variety of factors considered in connection with the transformation, our board of directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific material factors it considered in reaching its decision. In addition, individual members of our board of directors may have given different weight or priority to different factors. The order in which the factors appear in this proxy statement is not indicative of the weight any particular director or our board of directors as a whole gave to such factor. Our board of directors considered this information and these factors as a whole, and overall considered the relevant information and factors to be favorable to, and in support of, its determination and recommendation.

This explanation of our reasons for the transformation and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 15.

Recommendation of Our Board of Directors

After careful consideration, our board of directors has unanimously approved the Purchase Agreement and determined that the Purchase Agreement and the Divestiture are advisable, fair to, and in the best interests of the Company and its stockholders. ACCORDINGLY, OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE DIVESTITURE PROPOSAL.

Opinion of Black Stone IP

We retained Black Stone IP to provide a financial opinion in connection with the proposed divestiture. We selected Black Stone IP to act as our financial advisor based on Black Stone IP's qualifications, expertise and reputation and its knowledge of and experience in recent transactions in the intellectual property industry. At the meeting of our board on April 6, 2016, Black Stone IP rendered its oral opinion, subsequently confirmed in writing, that, as of such date, and based upon and subject to the various assumptions, procedures, matters, qualifications and limitations on the scope of the review undertaken by Black Stone IP as set forth in the written opinion, the

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consideration to be received by us pursuant to the purchase agreement was fair from a financial point of view to us.

The full text of the written opinion of Black Stone IP, dated as of April 6, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Black Stone IP in rendering its opinion, is attached to this proxy statement as Annex C. You are encouraged to read the opinion carefully and in its entirety. Black Stone IP's opinion was rendered for the benefit of our board of directors, in its capacity as such, and addressed only the fairness from a financial point of view of the consideration pursuant to the purchase agreement to us as of the date of the opinion. Black Stone IP's opinion did not address any other aspect of the divestiture or related transactions. The opinion was addressed to, and rendered for the benefit of, our board of directors and was not intended to, and does not, express an opinion or a recommendation as to how you should vote at our special meeting or act on any matter with respect to the divestiture or related transactions. The summary of the opinion of Black Stone IP set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion, Black Stone IP undertook the activities, review and analysis as set forth in the opinion. In arriving at its opinion, Black Stone IP made assumptions regarding, and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Black Stone IP by us, and formed a substantial basis for its opinion and utilized the information as more fully set forth in the opinion. We urge you to review the opinion for further reference to the process by which Black Stone IP formulated its opinion.

With respect to our projections, Black Stone IP assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of our management of the future financial performance of our patent business. At our direction, Black Stone IP's analysis relating to our business and financial prospects was made on the basis of our projections. Black Stone IP was advised by us, and assumed, with our consent, that our projections were a reasonable basis upon which to evaluate our business and financial prospects. Black Stone IP expressed no view as to our projections or the assumptions on which they were based, including the selection of the research analyst reports and financial projections from which the projections were derived, and our reasonable royalty rate estimates. In addition, Black Stone IP assumed that the divestiture would be consummated in accordance with the terms of the purchase agreement without any waiver, amendment or delay of any terms or conditions and that the final purchase agreement would not differ in any material respects from the draft thereof furnished to Black Stone IP. Black Stone IP assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the divestiture, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the divestiture. Black Stone IP is not a legal, tax, regulatory or actuarial advisor. Black Stone IP is a financial advisor only and relied upon, without independent verification, our assessment and our legal and tax advisors with respect to legal and tax matters. Black Stone IP's opinion did not address the relative merits of the divestiture as compared to any other alternative business transaction, financing or other alternatives, or whether or not such alternatives could be achieved or were available, nor did it address our underlying business decision to enter into the purchase agreement. Black Stone IP did not make any independent valuation or appraisal of our assets, including our patents, or assessment of reasonableness of our proposed royalty rates, nor was Black Stone IP furnished with any such valuations or appraisals. Black Stone IP's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the

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information made available to Black Stone IP as of April 6, 2016. Events occurring after April 6, 2016 may affect Black Stone IP's opinion and the assumptions used in preparing it, and Black Stone IP did not assume any obligation to update, revise or reaffirm the opinion.

General

Black Stone IP performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Black Stone IP considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Black Stone IP believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Black Stone IP may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described should not be taken to be Black Stone IP's view of the actual value of our patent business or our patent portfolio. In performing its analyses, Black Stone IP made numerous assumptions with respect to industry performance, litigation outcomes, general business and economic conditions and other matters. Many of these assumptions are beyond our control. Any estimates contained in Black Stone IP's analyses are not necessarily indicative of future results of our patent business or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Black Stone IP conducted the analyses referenced above solely as part of its analysis of the fairness of the consideration pursuant to the purchase agreement from a financial point of view to Unwired Planet, Inc. and in connection with the delivery of its oral opinion to our board of directors subsequently confirmed in writing. These analyses do not purport to be appraisals of or to reflect the value of or reasonable royalties for infringement of our patent portfolio.

The consideration was determined through arm's-length negotiations between us and the Purchaser and was approved by our board of directors. Black Stone IP did not provide advice to us during these negotiations. Black Stone IP did not recommend any specific consideration to us or that any specific consideration constituted the only appropriate consideration for the divestiture.

Black Stone IP's opinion and its presentation to our board of directors was one of many factors taken into consideration by our board of directors in deciding to approve the purchase agreement. Consequently, the analyses described above should not be viewed as determinative of the view of our board of directors with respect to the consideration or of whether our board of directors would have been willing to agree to different consideration. Black Stone IP's opinion was approved by a committee of Black Stone IP professionals in accordance with its customary practice.

Black Stone IP is a boutique investment bank focused on transactions relating to technology and intellectual property assets and is engaged in a wide variety of intellectual property and technology transactions. Black Stone IP is regularly engaged in patent transactions, as well as providing strategy, and financial advisory services that include the valuation of patents and other technology assets in connection with transactions. Black Stone IP, its affiliates, managers and employees may at any time invest, hold long or short positions, and may trade or otherwise structure and effect transactions, for their own account, for the Purchaser or any other company that may be involved in the divestiture.

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As compensation for Black Stone IP's services relating to the divestiture, we agreed to pay Black Stone IP a fee of $240,000. We also agreed to reimburse Black Stone IP for its reasonable out of pocket expenses incurred in performing its services, up to $15,000. In addition, we agreed to indemnify Black Stone IP and its affiliates, their respective officers, directors, employees and agents and each other person, if any, controlling Black Stone IP or any of its affiliates against any losses, claims, damages or liabilities related to or arising out of Black Stone IP's engagement, including all reasonable expenses.

In the two years prior to the date of its opinion rendered in connection with the divestiture, Black Stone IP and its affiliates have not provided financial advisory and financing services to us, the Purchaser or our respective affiliates.

Projections

We provided non-public financial forecasts to Black Stone IP in connection with rendering its opinion.

We have included a summary of those financial forecasts to give you access to certain non-public information made available to our board of directors and to Black Stone IP in connection with our board of directors' consideration and evaluation of the divestiture. We have not included these financial forecasts to influence your decision as to whether to vote for or against the divestiture proposal.

The financial forecasts have been prepared by, and are the responsibility of, our management. Our management believes that the financial forecasts were prepared in good faith and on a reasonable basis based on the best information available to our management at the time the information was prepared. The financial forecasts were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles, or GAAP, the published guidelines of the SEC regarding projections and the use of non-GAAP measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information.

No accounting firm examined, compiled nor performed any procedures with respect to the accompanying prospective financial information and, accordingly, our registered independent accounting firm does not express any opinion or any other form of assurance with respect thereto. Our registered independent accountants' reports cover only historical financial information. It does not extend to the prospective financial information and should not be read to do so.

These financial forecasts were based on numerous variables, which are inherently uncertain and may be beyond our control. Because the financial forecasts cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. Important factors that may affect actual results and cause these financial forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to our business, legal decisions and the legislative, administrative and judicial environment generally, general business and economic conditions, the outcomes of litigation and other factors described or referenced under "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 15.

In addition, financial forecasts also reflect assumptions that are subject to change and do not reflect revised prospects for our business, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial forecasts were prepared. The financial forecasts also do not take into account the divestiture or other transactions contemplated by the purchase agreement or the effect of the failure

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of the divestiture to occur, and should not be viewed as necessarily indicative of actual or continuing results in that context.

Accordingly, there can be no assurance that the financial forecasts will be realized, and actual results may vary materially from those shown, including because of the risks and other factors described in "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 15. Neither we nor any of our affiliates, advisors, directors, officers, employees, agents or representatives can give any assurance that actual results will not differ from the financial forecasts, and none of them undertakes any obligation to update or otherwise revise or reconcile the financial forecasts to reflect circumstances existing after the date the financial forecasts were generated or to reflect the occurrence of future events even if any or all of the assumptions underlying the financial forecasts are shown to be in error.

We do not intend to make publicly available any update or other revision to the financial forecasts, except as otherwise required by law. Neither we nor any of our affiliates, advisors, directors, officers, employees, agents or representatives has made or makes any representation or warranty to any of our stockholders or other person regarding the ultimate performance of our patent business compared to the information contained in the financial forecasts or that the financial forecasts will be achieved.

Timing and Likelihood of Closing of the Divestiture

We expect to complete the Divestiture as soon as practicable after all of the conditions to closing the Divestiture have been satisfied or waived. See "Proposal No. 1: The Divestiture Proposal — The Purchase and Sale Agreement — Conditions to the Transaction." We currently plan to complete the Divestiture on or about June 15, 2016, assuming that our stockholders approve the Divestiture Proposal and that each of the other conditions to the Purchase Agreement is satisfied or, where permissible, waived. If the closing of the Divestiture does not occur on or before July 15, 2016, we and the Purchaser will each have the right to terminate the Purchase Agreement and abandon the Divestiture.

The Purchaser

Optis UP was formed for the purpose of acquiring the Holding Companies and completing the Divestiture with funds provided through an equity commitment from Holdings. PPM is an intellectual property firm engaged in IP-based transactions, including licensing, patent purchases and portfolio management. PPM works closely with some of the world's largest and most respected technology companies to promote innovation through equitable licensing programs. PPM will manage the business and affairs of Optis UP and its principal executive office is located at 7161 Bishop Road, Suite 200, Plano, Texas, 75204, telephone number (214) 744-5000.

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Other Agreements and Transactions Related to the Divestiture

Concurrently with entering into the Purchase Agreement, we entered into a consent agreement among the IP Licensing Companies, Ericsson, a subsidiary of Ericsson and the Purchaser pursuant to which Ericsson and its subsidiary would consent to the Divestiture. Such consent is contingent upon a payment by the Purchaser to Ericsson in an amount to be agreed upon by the Purchaser and Ericsson. We and Ericsson provided each other mutual releases from known and unknown claims. We agreed not to assert any patents we acquire in 5-years after closing against Ericsson or its products. Ericsson also agreed to substitute the Purchaser for Unwired Planet, Inc. in the agreements between the IP Licensing Companies and Ericsson which has the effect of us not incurring future performance obligations under those agreements.

Concurrently with entering into the Purchase Agreement, UPLLC assigned its Lenovo agreement to us and as a result, we and Ericsson entered into an agreement that requires us to share fifty percent of any future royalties we receive under the Lenovo agreement with Ericsson. UPLLC also has assigned to us its agreement with Google.

Concurrently with entering into the Purchase Agreement, we and Ericsson entered into a forbearance agreement that, subject to the conditions in the forbearance agreement, provides for Ericsson to not take any enforcement steps under the MSA and related agreements in respect of us not providing additional capital to the IP Licensing Companies between signing the Purchase Agreement and the earlier of the closing of the Divestiture, the termination of the Purchase Agreement, July 31, 2016 and the occurrence of other events. The effect of this agreement is that the IP Licensing Companies will likely have liabilities in excess of cash and cash equivalents as of the time of the Divestiture.

In addition, we entered into a Second Supplemental Indenture which provides the necessary consent to the Divestiture under our Indenture, dated June 28, 2013, as amended by the First Supplemental Indenture, dated December 23, 2015, for our Senior Secured Notes due 2019. All of our outstanding Senior Secured Notes are held by funds managed by MAST Capital Management, LLC.

Concurrently with entering into the Purchase Agreement, the Purchaser delivered an equity commitment and funding agreement pursuant to which Holdings agreed to provide the Purchaser with sufficient funds to pay the purchase price under the Purchase Agreement.

Risk Factors

You should carefully consider the risk factors described below and those risk factors in our Annual Report on Form 10-K for the year ended June 30, 2015, which are incorporated by reference to this proxy statement, along with other information provided to you in this proxy statement or incorporated by reference into this proxy statement, in deciding how to vote at the special meeting.

Risks Relating to our Post-Closing Business

There can be no assurances that we will be successful in investing the proceeds of the Divestiture.

The process to identify potential investment opportunities and acquisition targets, to investigate and evaluate the future returns therefrom and business prospects thereof and to negotiate definitive agreements with respect to such transactions on mutually acceptable terms can be time consuming and costly. We are likely to encounter intense competition from other companies with similar

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business objectives to ours, including private equity and venture capital funds, leveraged buyout funds, investment firms with significantly greater financial and other resources and operating businesses competing for acquisitions. Many of these companies are well established and have extensive experience in identifying and effecting business combinations.

In addition, we will incur operating expenses, resulting from payroll, rent and other overhead and professional fees, while we are searching for appropriate opportunities to invest the proceeds of the Divestiture.

Because we will consider potential acquisition candidates in a different industry, you have no basis at this time to ascertain the merits or risks of any business that we may ultimately operate.

Our business strategy contemplates the potential acquisition of one or more operating businesses or other investments that we believe will provide better returns on equity than our patent business that we are divesting, and we are not limited to acquisitions and/or investments in any particular industry or type of business. Accordingly, there is no current basis for you to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the target business or businesses with which we may ultimately effect a business combination or other investment. Although we will seek to evaluate the risks inherent in a particular investment or acquisition opportunity, we cannot assure you that all of the significant risks present in that opportunity will be properly assessed. Even if we properly assess those risks, some of them may be outside of our control or ability to affect. We will not seek stockholder approval for any business combination or other investment that we may pursue, so you will most likely not be provided with an opportunity to evaluate the specific merits or risks of such a transaction before we become committed to the transaction.

Resources will be expended in researching potential acquisitions and investments that might not be consummated.

The investigation of target businesses and the negotiation, drafting and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention in addition to costs for accountants, attorneys and others. If a decision is made not to complete a specific business combination or other investment the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific opportunity, we may fail to consummate the transaction for any number of reasons, including those beyond our control.

Subsequent to an acquisition, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary reasonable amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our

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preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-Divestiture debt financing. Accordingly, you could suffer a significant reduction in the value of your shares.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.

If we are deemed to be an investment company under the Investment Company Act of 1940, our activities may be restricted, including:

•

restrictions on the nature of our investments, and

•

restrictions on the issuance of securities

each of which may make it difficult for us to run our business.

In addition, the law may impose upon us burdensome requirements, including:

•

registration as an investment company;

•

adoption of a specific form of corporate structure; and

•

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. However, if we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and which may hinder our ability to consummate a business combination. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination.

We are not required to obtain an opinion from an independent investment banking or from an independent accounting firm in connection with any of the acquisitions we are considering, and consequently, you may have no assurance from an independent source that the price we are paying for a target business is fair to our company from a financial point of view.

With respect to our new potential acquisitions, we are not required to obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or from an independent accounting firm, that the price we are paying for a target business is fair to our company from a financial point of view. If no opinion is obtained, you will be relying on the judgment of our board of directors, who will determine fair market value.

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We may issue additional shares of common stock or shares of our preferred stock to complete business combinations or under employee incentive plans. Any such issuances would dilute the interest of our stockholders and likely present other risks.

Our amended and restated certificate of incorporation authorizes our board of directors to issue shares of our common stock or preferred stock from time to time in their business judgement up to the amount of our then authorized capitalization. We may issue a substantial number of additional shares of our common stock, and may issue shares of our preferred stock, in order to complete business combinations or under employee incentive plans. These issuances:

•

may significantly dilute your equity interests;

•

may subordinate the rights of holders of shares of our common stock if shares of preferred stock are issued with rights senior to those afforded our common stock;

•

could cause a change in control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards and could result in the resignation or removal of our present officers and directors; and

•

may adversely affect prevailing market prices for our common stock.

Our ability to successfully grow our new business and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may become our employees. The loss of key personnel could negatively impact the operations and profitability of our post-Divestiture business.

Our ability to successfully effect our growth strategy is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after the Divestiture, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

We may have a limited ability to assess the management of a prospective target business and, as a result, may effect a business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting a business combination with a prospective target business, our ability to assess the target business's management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target's management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target's management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

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The officers and directors of an acquisition candidate may resign upon completion of our business combination. The departure of a business combination target's key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate's key personnel upon the completion of our initial business combination cannot be ascertained at this time. The departure of a business combination target's key personnel could negatively impact the operations and profitability of our post-combination business.

Our directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our business combination.

Our directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time corporate development or investment management personnel upon completion of the Divestiture. Each of our directors is engaged in several other business endeavors for which he may be entitled to substantial compensation. Our independent directors also serve as officers and board members for other entities. If our executive officers' and directors' other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to execute on our growth plans. Moreover, certain of our directors have time and attention requirements for private investment funds managed by MAST Capital Management, affiliates of which are collectively our largest stockholder.

Certain of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Following the completion of the Divestiture and for the foreseeable future, we intend to engage in the business of identifying and combining with one or more businesses. Our executive officers and directors are, or may in the future become, affiliated with entities that are engaged in a similar business. Moreover, certain of our executive officers and directors have time and attention requirements for private investment funds of which affiliates of our largest stockholder, MAST Capital Management, are the investment manager.

We have made proposals to investment management firms that involve joint ventures between us and MAST Capital Management. Peter A. Reed, a partner and portfolio manager of MAST Capital Management, is a member of our board of directors and chairman of our Strategic Committee and Nominating and Corporate Governance Committee and a member of our Compensation Committee. Mr. Reed's and MAST Capital Management's roles may cause conflicts of interest or the appearance of conflicts of interest and result in terms that could be challenged as to whether they are in fact the same or superior for us to those that we could obtain in arms-length negotiation for similar activities and value propositions.

Jess Ravich, a member of our board of directors, is an executive at TCW, which is also engaged in the investment management business. We and TCW may be bidding against each other in potential acquisitions.

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Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under applicable law.

Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our directors, executive officers or stockholders. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

In particular, we have proposed investment company acquisitions that involve a joint venture between us and MAST Capital Management and its affiliates. Such transaction could result in significant compensation to MAST Capital Management and its employees, including ownership of interests in our joint venture companies, employment with the joint venture companies and awarding of equity compensation in the form of, or based upon, our shares.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our executive officers, directors or existing holders which may raise potential conflicts of interest.

In light of the involvement of our executive officers and directors with other entities in the investment management business and otherwise, we may decide to acquire or do business with one or more businesses affiliated with our executive officers and directors. Our directors also serve as officers and board members for other entities. Such entities may compete with us for business combination opportunities. We could pursue an affiliate transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our disinterested directors. Potential conflicts of interest may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders' investment in us.

Although we have no commitments as of the date of this proxy statement to issue any notes or other debt securities, or to otherwise incur indebtedness, we may choose to incur substantial debt to finance our growth plans. The incurrence of debt could have a variety of negative effects, including:

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach covenants that require the maintenance of financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

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our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

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our inability to pay dividends on our common stock;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may attempt to complete business combinations with private companies about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate business combinations with privately held companies. By definition, very little public information exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we expect, if at all.

We may make acquisitions where we do not own all or a majority of the target enterprise.

We may make acquisitions where do not own all or a majority of the target enterprise. We may engage in such acquisitions or make such investments where we desire the target management to continue to have a significant equity incentive to grow and ensure the profitability of the target business. We may also make such acquisitions or investments where we do not have sufficient financial resources to acquire all of the equity in the target company or where the target has price requirements that we are unwilling to meet at the time of the acquisition or investment. Our minority or less than 100% ownership subjects us to risks that we do not control the target company and its results of operations, business condition or prospects may be materially adversely impacted by the decisions of the other equity owners or the difficulty of negotiating among equity owners.

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Risks Relating to the Divestiture

The Divestiture may not be completed if the conditions to closing are not satisfied or waived.

There is a risk that the Divestiture may not be completed because the conditions to closing, including stockholder approval, consent of certain third parties and the absence of a material adverse event affecting the IP Licensing Companies before the closing, may not be satisfied or, where permissible, waived. In addition, the consent we have obtained from Ericsson to the Divestiture is contingent on the Purchaser and Ericsson agreeing upon the amount to be paid by the Purchaser to Ericsson. If the Purchaser and Ericsson are unable to agree on the amount to be paid, the consent may be ineffective and the Divestiture may not close. If the Divestiture is not completed, we may be unable to find another buyer for the patent business or the terms offered by another buyer may not be as favorable to us as those in the Purchase Agreement.

The amount of net proceeds that we receive is subject to uncertainties.

In the Purchase Agreement, we agreed to indemnify the Purchaser from liabilities associated with breaches of our representations and warranties, our post-closing business, taxes incurred before the closing and other matters. The Purchaser has the right to set off the amounts we owe under such indemnification agreement against the $10 million payment due to us two years after the closing. It is possible that the Purchaser may default on its obligation to make that $10 million payment and that the Purchaser may not be credit worthy at that time. We may not receive the entire $10 million back-end payment.

We may not enter into a definitive agreement for a superior offer for the IP Licensing Companies unless we pay a termination fee to the Purchaser.

The Purchase Agreement requires us to pay the Purchaser a termination fee equal to $2 million if we terminate or the Purchaser terminates the Purchase Agreement prior to closing as a result of our board of directors changing its recommendation with respect to the Divestiture or determining to accept an unsolicited acquisition proposal that we determine to be a superior proposal.

Our officers and directors have interests in the Divestiture that are different from and in addition to those of our other stockholders.

Our executive officers are entitled to accelerated vesting of the equity incentives we granted them, a transaction size incentive (in the case of Mr. Teksler), severance, post-employment health care and (in the case of Mr. Wheat) an incentive payment for remaining an employee through the filing of our 2016 Form 10-K. These interests are described elsewhere in this proxy statement. These interests are different from and in addition to those of our other stockholders. These additional interests may have motivated our officers in negotiating the Divestiture.

Risks Relating to Our Common Stock

Failure to complete the Divestiture could cause our stock price to decline.

The failure to complete the Divestiture may create doubt as to the value of our patent business and our ability to effectively implement our current business strategies, which may result in a decline in our stock price.

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Interests of Our Directors and Executive Officers in the Divestiture

In considering the recommendations of our board of directors, you should be aware that our directors and executive have interests in the Divestiture that may be different from, or in addition to, the interests of our stockholders generally. These interests are described below. Our board of directors was aware of these interests and considered them, among other matters, in approving the Purchase Agreement and in recommending that you approve the Divestiture Proposal. For purposes of all of the agreements and plans described below, the completion of the Divestiture will constitute a change of control, change in control or term of similar meaning.

The amounts reported below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date. The amounts reflected below were based upon outstanding awards on April 6, 2016, the last trading day before announcement of the Divestiture, and the closing price of our common stock on that date.

We do not believe that any of the compensation described below will be subject to excise tax under Section 280G or 4999 of the Code.

Continued Board Service

The members of our board of directors are expected to continue to serve as members of our board of directors following the Divestiture. We expect that they will continue to receive fees, continued vesting and grants of equity awards and be entitled to indemnification for liabilities arising out of their post-Divestiture service.

Mr. Wheat is our chief financial officer.

Mr. Teksler's Severance

Under our employment agreement with Mr. Teksler, upon closing of the Divestiture, Mr. Teksler will be entitled to a lump-sum cash severance payment, all accrued and unused vacation, reimbursement of expenses and continued health insurance benefits as described in the following table. In order to receive these benefits, Mr. Teksler must deliver a release of claims for our benefit.

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Our board of directors granted Mr. Teksler an incentive of 5% of the excess over $40 million that we would receive in a transaction to divest our patent business. The Divestiture will not trigger any payment to Mr. Teksler under that incentive arrangement.

Mr. Mesel's Severance

Under our employment agreement with Mr. Mesel, upon closing of the Divestiture, Mr. Mesel will be entitled to a lump-sum cash severance payment, all accrued and unused vacation, reimbursement of expenses and continued health insurance benefits as described in the following table. In order to receive these benefits, Mr. Mesel must deliver a release of claims for our benefit.

Arrangements with Mr. Wheat

Mr. Wheat is entitled to eight weeks of severance under our severance policy. Mr. Wheat entered into a letter agreement with us that provides him an incentive to remain our employee through filing of our 2016 Form 10-K. Mr. Wheat will continue to receive his monthly salary, which is a pro rata portion $290,000 per year, through the termination of his employment. Upon filing of our 2016 Form 10-K, Mr. Wheat will receive a lump sum payment of $66,923 (subject to customary payroll deductions) and all accrued and unused vacation and reimbursement of expenses.