GEC Great Elm Capital Group Inc New

August 2013

Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-189698 

August 20, 2013

Q4 FY13 Results and Financing

Transaction

PROPRIETARY ©

Unwired Planet

Disclaimer

This

Investor

Presentation

("Presentation")

has

been

produced

by

Unwired

Planet,

Inc.

("Unwired

Planet")

solely

for

use

at

this

investor

presentation

held

in

connection

with

the

rights

offering

of

Common

Stock

of

Unwired

Planet,

and

may

not be reproduced, redistributed, in whole or in part, to any other person. Unwired Planet has filed a registration

statement

(including

a

prospectus)

with

the

SEC

for

the

offering

to

which

this

communication

relates

(the

“Prospectus”). Before you invest, you should read the prospectus in that registration statement and other documents

that Unwired Planet has filed with the SEC for more complete information about Unwired Planet and this offering. You

may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, you may

also request a copy of the prospectus by calling the Company at (775) 980-2345.

1

PROPRIETARY ©

Unwired Planet

Forward Looking Statements

Statements in this presentation that are not reported financial results or other historical information are “forward-

looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995. They include, for

example, statements about our business outlook, assessment of market conditions, anticipated trends in our business

strategies, expectations about encumbrances on our assets, future plans, future sales, including expectations about

mobile phone unit sale, prices for our major products, our strategic licensing approach and our aligned strategic

partners, capital spending tax rates, our 20-year tax optimized platform, and our lean flexible expense structure.

These forward-looking statements are not guarantees of future performance. They are based on management’s

current expectations that involve a number of business risks and

uncertainties, any of which could cause actual

results to differ materially from those expressed in or implied by the forward-looking statements. The risks and

uncertainties relating to the forward-looking statements in the presentation include those described under the

caption “Risk Factors”

in Unwired Planet, Inc.’s SEC filings, including but not limited to the Prospectus, Unwired

Planet’s Annual Report on

Form10-K

filed

on

September

7,

2012,

and

any

subsequently

filed

reports

on

Forms

10-

Q

and

8-K

or

amendments thereto.

2

Unwired Planet Company Signature

3

Intellectual property licensing activities focused exclusively

on the mobile ecosystem

Uniquely positioned with a comprehensive intellectual

property portfolio from Unwired Planet and Ericsson

World’s best licensing, enforcement and patent

development talent

Nimble business model with a long term view, backed by a

strong Balance Sheet

Worldwide Mobile

Ecosystem

Pure-play

mobile licensing

system franchise

PROPRIETARY ©

Unwired Planet

PROPRIETARY ©

Unwired Planet

Intersecting Markets

4

Mobile

Devices

Cloud &

Services

Infrastructure

Substantial intersection among addressable markets

Diversity of Business Models among Licensees

Content / internet / services focus

vs.

OEMs seeking differentiation

Our Approach

Baseline royalties for standard compliant mobile device and

infrastructure shipments

Royalty uplifts for devices deploying UP solutions and

implementation patents

Flexible licensing adapted to address each distinct cloud &

services business model

Critical interplay between mobile device and cloud &

services strategies:

PROPRIETARY ©

Unwired Planet

UPIP Portfolio

5

40

140

782

Standard Essential Patent Families

UPIP Application Families

Implementation Families

PROPRIETARY ©

Unwired Planet

Q4 FY 2013 Accomplishments

Patent

Initiative:

•

Continued expansion of Licensing Discussions:

–

Active discussions grew from 9 to 14

•

Progress with pending enforcements:

–

Apple/RIM –

DC of Delaware:  Markman in November 2013

–

Apple –

DC of Nevada: Markman in January 2014, Trial in August 2014

–

Google –

District Court of Nevada:  TBD

•

Enhanced our SEP portfolio:

–

Declared 3 new LTE (4G) SEP families

–

Declared 2 families as LTE (4G) SEP (previously declared 3G)

6

PROPRIETARY ©

Unwired Planet

Q4 FY 2013 Accomplishments

Expanded Board of Directors, more representative of our patent

licensing company

Exited Legacy facilities and commitments thus completing

company transition

Raised Capital to support our patent initiative strategies

7

Other:

PROPRIETARY ©

Unwired Planet

Capital Raise Highlights

8

Opportunity to broaden licensing efforts

Strengthens balance sheet

Long term, flexible financing

$50M new financing

Structure minimizes dilution to existing shareholders

$25M Secured Notes

$12.5M Registered Direct Placement at 12.5% discount to 15-day VWAP

Allows all shareholders to participate in capital raising

Fully backstopped Rights Offering guarantees proceeds to Company

$12.5M Rights Offering to existing shareholders at like price

Key Capital Raise Terms

9

$25M

Secured Note

Completed 6/28/2013

Issued at 98% of par value

Quarterly interest payments

First 2 years: 12.875% PIK

Thereafter: PIK or 12.5% Cash

at UP option

Redeemable

From FY2015: with proceeds

from patent sales (115% of

principal amount)

From FY2016:

Year 3: 109.66%

Year 4: 106.44%

Year 5: 103.22%

Covenant: Minimum cash of

$10M, eliminated if shares

trade above $3 after June

2015

Security: UP Inc. assets

$12.5M Registered

Direct Placing

Completed 6/28/2013

$12.5M Backstopped

Rights Offering

Ends 9/9/2013

1

2

3

Placement of 7.5M shares to

Indaba Capital

Priced at $1.66

12.5% discount to 15-day

VWAP ($1.90) at

announcement

120-day lock-up

Offering of 7.5M new shares to

existing shareholders

Priced at $1.66

Backstopped by Indaba Capital

(guarantees full amount will be

raised)

Overall net proceeds* of $48.8M

after expenses

* The Secured Note and Registered Direct Offering transactions were executed on June 28, 2013

and net proceeds of $36.9 million were received.  The Rights Offering will end on September 9,

2013.

The

net

proceeds

from

the

Rights

Offering

(after

expenses)

are

estimated

to

be

$12

million.

PROPRIETARY ©

Unwired Planet

PROPRIETARY ©

Unwired Planet

Rights Offering Process and Timeline

•

Prospectus

was

filed

on

August

15,

2013.

It

is

also

available

on

our

website www.unwiredplanet.com.

•

Rights Offering period starts on Monday, August 19, 2013.

•

Our

Information

Agent

-

Georgeson,

will

mail

Prospectus

and

Subscription Rights Certificates to shareholders.

–

You may obtain additional information regarding this Rights Offering

from Georgeson by calling (800) 903-2897.

•

The Rights Offering will expire at 5:00 p.m., New York time, on

Monday, September 9, 2013.

•

Any right not exercised will be backstopped by Indaba Capital.

10

PROPRIETARY ©

Unwired Planet

Robust Balance Sheet

11

In $000

2013

6/30/2013 Balance

Sheet Pro forma with

Rights Offering

Assets

Cash and Cash Equivalents

$           47,613

$               59,613

Short-term Investments

$           10,793

$               10,793

Restricted Cash

$           17,251

$               17,251

Other Assets

$             2,581

$                  2,581

Total Assets

$    78,238

$     

90,238

Liabilities

Current Liabilities

Accounts Payable and Accrued

Liabilities

$             9,879

$             9,879

Accrued Restructuring Costs

$                 594

$                 594

Total Current Liabilities

$           10,473

$           10,473

Long term note payable

$            22,096

$            22,096

Other Liabilities

$             1,744

$             1,744

Total Liabilities

$           34,313

$           34,313

Equity

$           43,925

$           55,925 

Total Liabilities and Equity

$    78,238

$     90,238       

As of June 30,

PROPRIETARY ©

Unwired Planet

Lean Flexible Expense Structure

12

Per Quarter:

General and Administrative Expenses

Employee Costs

$0.5M -

$0.6M

Public Company Costs

$0.2M -

$0.3M

Professional Services/Other

$1.1M –

$1.3M

Stock Comp Expense

$0.3M –

$0.4M

Patent Licensing Expenses

Low end

$4.0M –

$5.0M

High end

$7.0M –

$9.0M

Other

Legacy Transition Costs

$0.7M total for FY 14