Amp'd Mobile Affidavit

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The Debtor will be seeking an appropriate legal adjudication from this Court that the Wholesale Agreement remains in full force and effect.

Facts in Support of First Day Motions

17. Concurrently with the filing of its chapter 11 petition, the Debtor filed the First Day Motions. The Debtor requests that the relief requested in each of the First Day Motions described below be granted, as each request for relief constitutes a critical element in achieving the successful rehabilitation and reorganization of the Debtor for the benefit of all parties in interest.

Emergency Motion of Debtor for Interim and Final Orders (I) Authorizing the Use of Cash Collateral Pursuant to Sections 105, 361, 362, 363 and 364 of the Bankruptcy Code and Federal Rule Of Bankruptcy Procedure 4001(B), (II) Granting Adequate Protection to the Prepetition Secured Lender and (III) Scheduling and Approving Form and Manner of Notice of Final Hearing

18. As of the Petition Date (as defined below) the Debtor was indebted and liable to Kings Road Investment Ltd. (the "Lender") pursuant to a Convertible Secured Promissory Note (the "Note") dated April 2, 2007, in the principal amount of $30,000,000. The Debtor believes that the Lender's liens and security interests are valid, perfected, enforceable and constitute first priority liens and security interests in all of the Debtor's assets except the Debtor's intellectual property.

19. Prior to obtaining the financing from the Lender, the Debtor, since its inception in 2003, had raised approximately $350,000,000 from a group of equity investors, including Highland Capital Partners, Columbia Capital Equity Partners and Redpoint Ventures. In addition, as part of the effort to raise equity funding, the Debtor was successful in attracting investments from strategic partners such as MTV Networks, Vivendi/Universal Music Group (the largest single investor), Intel, Qualcomm and Best Buy.

20. Unfortunately, at a time when the Debtor began to experience unprecedented growth in the number of its subscribers, it also encountered a myriad of problems, including a large number of non-paying customers, which led to a serious liquidity crisis in the spring of 2007. Unable to sustain the business model in the face of mounting debts, and faced with a default notice received from Cellco Partnership d/b/a Verizon Wireless ("Verizon") on May 22, 2007 (the "Default Notice") in connection with a Wholesale Agreement entered into in April, 2005 that permitted the Debtor to purchase the minutes and megabytes necessary to serve its customer base, the Debtor began in earnest to attempt to raise additional funds from its existing equity and debt holders.

21. As late as the morning of June 1, 2007, the Debtor believed that a resolution would be reached but those hopes were dashed and the Debtor was forced to seek protection under the Bankruptcy Code later that same evening. While preparing the emergency filing, the Debtor was in communications and negotiations with the Lender concerning an interim debtor in possession financing facility and, in fact, had received a term sheet that would have provided the Debtor with sufficient additional liquidity to make a smooth transition into chapter 11.

22. Unfortunately, and as the direct result of the Debtor having received a purported termination letter (1) (the "Termination Letter") from Verizon late in the evening of June 1, 2007, the Lender has made a determination to not provide immediate funding to the Debtor but has instead indicated its willingness to consent to the use of cash collateral on certain terms and for the primary purpose of allowing the Debtor to negotiate and/or litigate the purported termination of the Wholesale Agreement between Verizon and the Debtor.

23. Currently, the Debtor has no available cash or assets readily convertible to cash that are not subject to the Lender's liens and security interests.