**EXHIBIT
        10.19**




**SECURITIES
      PURCHASE AGREEMENT**




This
      Securities Purchase Agreement (this “ **Agreement** ”)
      is
      made and entered into as of March 28, 2007, by and among NextWave Wireless
      Inc.,
      a Delaware corporation (the “ **Company** ”),
      and
      each of the purchasers listed on Schedule
      1 attached
      hereto (collectively, the “ **Purchasers** ”
and
      individually, a “ **Purchaser** ”).




**RECITALS**




WHEREAS,
      in connection with the transactions contemplated hereby, the Company has
      authorized the creation of a new series of preferred stock designated as Series
      A Senior Convertible Preferred Stock, par value $0.001 per share (the
“ **Series
      A Senior Preferred Stock** ”),
      of
      the Company by filing a Certificate of Designation, Preferences and Rights
      of
      the Series A Senior Convertible Preferred Stock of NextWave Wireless Inc. in
      the
      form attached hereto as Exhibit
      A (the
“ **Certificate
      of Designations** ”)
      with
      the office of the Secretary of State of the State of Delaware, in accordance
      with the General Corporation Law of the State of Delaware, which Series A Senior
      Preferred Stock shall be convertible into shares of common stock, par value
      $.001 per share, of the Company (the “ **Common
      Stock** ”)
      in
      accordance with the terms of the Certificate of Designations;




WHEREAS,
      on the terms and subject to the conditions set forth herein, the Company desires
      to issue and sell to the Purchasers, and each Purchaser desires to purchase
      and
      acquire from the Company that number of shares of Series A Senior Preferred
      Stock set forth opposite the Purchaser’s name on Schedule
      1 (the
“ **Purchased
      Shares** ”);




WHEREAS,
      the Company and each Purchaser are executing and delivering this Agreement
      in
      reliance upon the exemption from securities registration afforded by the
      provisions of Regulation D (“ **Regulation
      D** ”),
      as
      promulgated by the United States Securities and Exchange Commission (the
“ **SEC** ”)
      under
      the Securities Act of 1933, as amended (the “ **Securities
      Act** ”);
      and




WHEREAS,
      contemporaneously with the execution and delivery of this Agreement, the parties
      hereto are executing and delivering a Registration Rights Agreement,
      substantially in the form attached hereto as Exhibit
      B (as
      amended or modified from time to time, the " **Registration
      Rights Agreement** "),
      pursuant to which the Company has agreed to provide certain registration rights
      with respect to the shares of Common Stock issuable upon conversion thereof
      (the
“ **Conversion
      Shares** ”)
      under
      the Securities Act and the rules and regulations promulgated thereunder, and
      applicable state securities laws.




NOW,
      THEREFORE, in consideration of the foregoing, the mutual promises hereinafter
      set forth, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:




**1.**  **AGREEMENT
      TO PURCHASE AND SELL PREFERRED SHARES** **.**









(a)  Authorization .
      The
      Company’s Board of Directors has authorized the issuance and sale, pursuant to
      the terms and conditions of this Agreement, of up to 355,000 shares of Series
      A
      Senior Preferred Stock.




(b)  Agreement
      to Purchase and Sell Securities .
      Subject
      to the terms and conditions of this Agreement, at the Closing (as defined
      below), each Purchaser severally and not jointly agrees to purchase, and the
      Company agrees to sell and issue to each Purchaser, that number of Purchased
      Shares set forth opposite such Purchaser’s name on Schedule
      1 .
      The
      purchase price of each Purchased Share (the “ **Per
      Share Price** ”)
      shall
      be $1,000.00.




(c)  Use
      of
      Proceeds .
      The
      Company intends to apply the net proceeds from the sale of the Purchased Shares
      for working capital and general corporate purposes as determined by the Company
      from time to time, and not for the redemption or repurchase of any of its equity
      securities, except in connection with an acquisition of assets or securities
      by
      the Company not for capital raising purposes.




(d)  Obligations
      Several Not Joint .
      The
      obligations of each Purchaser under this Agreement are several and not joint
      with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser under this Agreement, the Registration Rights Agreement, the
      Certificate of Designations and the other agreements, instruments and documents
      contemplated hereby and thereby (collectively, the “ **Transaction
      Documents** ”)
      . The
      decision of each of the Purchasers to purchase the Purchased Shares pursuant
      to
      this Agreement has been made by such Purchaser independently of any other
      Purchaser. Nothing contained herein or in any other Transaction Document, and
      no
      action taken by any Purchaser pursuant hereto or thereto, shall be deemed to
      constitute the Purchasers as a partnership, an association, a joint venture
      or
      any other kind of entity, or create a presumption that the Purchasers are in
      any
      way acting in concert or as a group with respect to such obligations or the
      transactions contemplated by the Transaction Documents. Each Purchaser shall
      be
      entitled to independently protect and enforce such Purchaser’s rights,
      including, without limitation, the rights arising out of this Agreement and
      any
      of the other Transaction Documents, and it shall not be necessary for any other
      Purchaser to be joined as an additional party in any proceeding for such
      purpose.




(e)  Tax
      Treatment .
      The
      Parties intend that the Series A Senior Preferred Stock not constitute
“preferred stock” within the meaning of Section 305 of the Internal Revenue Code
      of 1986, as amended (“ **Code** ”) ,
      and the
      Treasury regulations thereunder.




**2.**  **CLOSING** .




(a)  Closing .
      The
      completion of the purchase and sale of the Purchased Shares shall take place
      at
      the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New
      York, at 9:00 a.m., local time, not later than five (5) Business Days following
      the date of the execution of this Agreement, or at such other time and place
      as
      the Company and Purchasers representing a majority of the Purchased Shares
      mutually agree upon (which time and place are referred to in this Agreement
      as
      the “ **Closing** ”).
      At
      the Closing, the Company shall, against delivery of full payment for the
      Purchased Shares by wire transfer of immediately available funds in accordance
      with the wire transfer instructions attached hereto as Exhibit
      C ,
      authorize its transfer agent to either issue to each Purchaser via the
      Depository Trust Company’s DWAC system to the account of each Purchaser’s broker
      the number of Purchased Shares set forth opposite the appropriate Purchaser’s
      name on Schedule
      1 hereto
      or issue to each Purchaser one or more stock certificates (the “ **Certificates** ”)
      registered in the name of each Purchaser (or in such nominee name(s) as
      designated by such Purchaser in the Stock Certificate Questionnaire attached
      hereto as Appendix
      I (the
“ **Stock
      Certificate Questionnaire** ”)),
      representing the number of Purchased Shares set forth opposite the appropriate
      Purchaser’s name on Schedule
      1 hereto,
      and bearing the legend set forth in Section 4(i) herein. Closing documents
      may
      be delivered by facsimile. The date of the Closing is referred to herein as
      the
“ **Closing
      Date** .”




2




(b)  For
      purposes of this Agreement, “ **Business
      Day** ”
means
      any day except Saturday, Sunday and any day which shall be a federal legal
      holiday or a day on which banking institutions in the State of New York are
      authorized or required by law or other governmental action to close,
“ **Disclosure
      Letter** ”
means
      the disclosure schedule delivered by the Company to the Purchasers on the date
      hereof and attached as Exhibit
      D and
“ **SEC
      Reports** ”
means
      Company’s schedules, forms, statements and other documents filed with the SEC
      prior to the date hereof.




**3.**  **REPRESENTATIONS,
      WARRANTIES AND CERTAIN AGREEMENTS OF THE COMPANY** **.** The
      Company hereby represents and warrants to each Purchaser, as of the date hereof
      and as of the Closing Date, and agrees as follows:




(a)  Organization,
      Good Standing and Qualification .
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has all corporate power and
      authority required to (i) own, lease, license, operate and occupy its assets
      and
      properties and to carry on its business as presently conducted and as proposed
      to be conducted and (ii) enter into this Agreement and the other Transaction
      Documents (as defined below), and to consummate the transactions and perform
      the
      obligations contemplated hereby and thereby. The Company is duly qualified
      or
      authorized, as the case may be, to do business and is in good standing in every
      jurisdiction in which its ownership or leasing of property or the nature of
      the
      business conducted by it makes such qualification necessary, except to the
      extent that the failure to be so qualified or be in good standing would not
      have
      a Material Adverse Effect As used in this Agreement, “ **Material
      Adverse Effect** ”
means
      a
      material adverse effect on the business, properties, prospects, assets,
      condition (financial or otherwise) or results of operations of the Company
      and
      its Subsidiaries (as defined in Section 3(c) below) taken as a whole or a
      material impairment of the enforceability of, or the ability to perform or
      consummate the transactions contemplated by, this Agreement or the other
      Transaction Documents.




(b)  Capitalization .
      The
      capitalization of the Company as of the date hereof and as of the Closing Date
      is as follows:




(i)  The
      authorized capital stock of the Company consists of (A) four hundred million
      (400,000,000) shares of Common Stock, of which 84,470,085 are issued and
      outstanding as of the date hereof and (except as may have been issued pursuant
      to the exercise of options and warrants existing as of the date hereof) as
      of
      the Closing Date, 4,110,382 are reserved for issuance upon the exercise of
      warrants issued pursuant to that certain Warrant Agreement, dated July 17,
      2006,
      among the Company and the holders listed on Schedule I thereto, and as of the
      Closing Date 32,126,697 will be reserved for issuance as Conversion Shares
      and
      (B) twenty-five million (25,000,000) shares of preferred stock (“ **Preferred
      Stock** ”),
      of
      which as of the Closing Date 355,000 shares will be designated as Series A
      Senior Convertible Preferred Stock, par value $0.001 per share, of which as
      of
      the date hereof none are issued and outstanding and on the Closing Date 355,000
      will be issued and outstanding. All of the issued and outstanding shares of
      capital stock of the Company are duly authorized, validly issued, fully paid,
      and nonassessable, and were not issued in violation of any preemptive rights
      or
      any federal or state securities laws.




3




(ii)  Except
      as
      set forth in the SEC Reports and except as contemplated by this Agreement,
      there
      are (A) no authorized or outstanding securities, rights (preemptive or other),
      subscriptions, calls, commitments, warrants, options, or other agreements that
      give any Person the right to purchase, subscribe for, or otherwise receive
      or be
      issued capital stock of the Company or any security convertible into or
      exchangeable or exercisable for capital stock of the Company, (B) no outstanding
      debt or equity securities of the Company that upon the conversion, exchange,
      or
      exercise thereof would require the issuance, sale, or transfer by the Company
      of
      any new or additional capital stock of the Company (or any other securities
      of
      the Company which, whether after notice, lapse of time, or payment of monies,
      are or would be convertible into or exchangeable or exercisable for capital
      stock of the Company), (C) no agreements or commitments obligating the Company
      to repurchase, redeem, or otherwise acquire capital stock or other securities
      of
      the Company or its Subsidiaries, and (D) no outstanding or authorized stock
      appreciation rights, phantom stock, stock rights, or other equity-based
      interests in respect of the Company. The Company has not issued any voting
      indebtedness.




(iii)  For
      purposes of this Agreement, “ **Person** ”
means
      any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, governmental authority or other
      entity.




(c)  Subsidiaries .
      Except
      as set forth in Section (c) of the Disclosure Letter, the Company does not
      have
      any subsidiaries (the entities listed in Section (c) of the Disclosure Letter
      as
      the Company’s subsidiaries are referred to herein, collectively, as the
“ **Subsidiaries** ”
and
      individually as a “ **Subsidiary** ”),
      and,
      except as set forth in Section 3(c) of the Disclosure Letter, the Company does
      not own any share capital or obligations of, or any other interest (including
      any equity or partnership interest) in, any Person. Each of the Subsidiaries
      is
      duly organized and validly existing in good standing under the laws of the
      jurisdiction of its incorporation or organization. Each of the Subsidiaries
      has
      full power and authority to own, lease, license, operate and occupy its assets
      and properties and to conduct its business as presently conducted or proposed
      to
      be conducted and is registered or qualified to do business and in good standing
      in every jurisdiction in which its ownership or leasing of property or the
      nature of the business conducted by it makes such qualification necessary,
      except to the extent that the failure to be so qualified or be in good standing
      would not have a Material Adverse Effect. There are no outstanding or authorized
      options, warrants, purchase rights, conversion rights, exchange rights, or
      other
      contracts or commitments that could require any of such Subsidiaries to
      repurchase, redeem, sell, transfer, or otherwise dispose of any ownership
      interests in such Subsidiary.




4




(d)  Due
      Authorization .
      All
      corporate actions on the part of the Company, its officers, directors and
      shareholders necessary for the authorization, execution, delivery of and
      performance of all obligations of the Company under this Agreement and the
      other
      Transaction Documents, and the authorization, issuance, reservation for issuance
      and delivery of all of the Purchased Shares being sold under this Agreement
      and
      the Conversion Shares have been taken; no further consent or authorization
      of
      the Company, the Board or its stockholders is required (including with respect
      to NASD Rule 4350(i)(1)(D)), and this Agreement and the other Transaction
      Documents have been duly executed and delivered by the Company and constitute
      the legal, valid and binding obligations of the Company, enforceable against
      the
      Company in accordance with its terms, except (i) as may be limited by (1)
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
      conservatorship, receivership or other similar laws of general application
      relating to or affecting the enforcement of creditors’ rights generally or (2)
      the effect of rules of law governing the availability of equitable principles
      of
      general application, or (ii) as rights to indemnity or contribution may be
      limited under federal or state securities laws or by principles of public policy
      thereunder.




(e)  Valid
      Issuance of Purchased Shares .
      The
      Purchased Shares will be, upon payment therefor by the Purchasers in accordance
      with this Agreement, and the Conversion Shares will be, if and when issued
      in
      accordance with the terms of the Purchased Shares, duly authorized, validly
      issued, fully paid and non-assessable, free from all liens, claims and
      encumbrances, as the case may be, and will not be subject to any pre-emptive
      rights or similar rights which shall not have been duly waived at the time
      of,
      and with respect to, the issuance of the Purchased Shares and the Conversion
      Shares. No co-sale right, right of first refusal, pre-emptive right or other
      similar rights exist with respect to the Purchased Shares and the Conversion
      Shares or the issuance and sale thereof.




(f)  Compliance
      with Securities Laws .
      Subject
      to the accuracy of the representations made by the Purchasers in Section 4
      hereof, the offer and issuance of the Purchased Shares and the Conversion Shares
      is exempt from the registration and prospectus delivery requirements of the
      Securities Act. Neither the Company, nor any of its Subsidiaries or affiliates,
      nor any Person acting on its or their behalf, has engaged in any form of general
      solicitation or general advertising, including but not limited to,
      advertisement, articles notices or other communications published in any
      newspaper, magazine or similar medium or broadcast over television or radio,
      or
      any seminar or meeting whose attendees have been invited by any general
      solicitation or general advertising, in connection with the offer and sale
      of
      the Purchased Shares and the Conversion Shares.




(g)  No
      Integrated Offering .
      None of
      the Company, its Subsidiaries, any of their affiliates, and any Person acting
      on
      their behalf has, directly or indirectly, made any offers or sales of any
      security or solicited any offers to buy any security, under circumstances that
      would require registration of any of the Securities under the Securities Act
      or
      cause the offering of the Purchased Shares to be integrated with prior offerings
      by the Company for purposes of the Securities Act or any applicable stockholder
      approval provisions, including, without limitation, under the rules and
      regulations of the Nasdaq (as defined below). None of the Company, its
      Subsidiaries, their affiliates and any Person acting on their behalf will take
      any action or steps referred to in the preceding sentence that would require
      registration of any of the Purchased Shares or the Conversion Shares under
      the
      Securities Act or cause the offering of the Purchased Shares to be integrated
      with other offerings.




5




(h)  Rule
      144A .
      The
      Series A Senior Preferred Stock satisfies the requirements set forth in Rule
      l44A(d)(3) under the Securities Act.




(i)  Governmental
      Consents .
      No
      consent, approval, order or authorization of, or registration, qualification,
      designation, declaration or filing with, or notice to, any federal, state or
      local governmental authority or self regulatory agency on the part of the
      Company or any Subsidiary thereof is required in connection with the issuance
      of
      the Purchased Shares or the Conversion Shares to the Purchasers or their
      assignees permitted under Section 4(j), or the consummation of the other
      transactions contemplated by the Transaction Documents, except (i) such filings
      as have been made prior to the date hereof, (ii) the filings under applicable
      securities laws required to comply with the Company’s registration obligations
      under Section 5 of this Agreement and under the Registration Rights Agreement,
      (iii) the filing of a notification form with The Nasdaq Stock Market within
      five
      days after the Closing Date and (iv) such additional post-Closing filings as
      may
      be required to comply with applicable state and federal securities laws and
      the
      listing requirements of the Nasdaq Global Market (“ **Nasdaq** ”).




(j)  Non-Contravention .
      The
      execution, delivery and performance of this Agreement and the other Transaction
      Documents by the Company, and the consummation by the Company of the
      transactions contemplated hereby and thereby (including issuance of the
      Purchased Shares and the Conversion Shares), do not (i) contravene, conflict
      with or result in a violation of the Amended and Restated Certificate of
      Incorporation of the Company (the “ **Certificate
      of Incorporation** ”)
      or
      other organizational documents of the Company or any Subsidiary; (ii) constitute
      or result in a violation of any provision of any federal, state, local or
      foreign law, rule, regulation, order or decree applicable to the Company or
      any
      Subsidiary; or (iii) constitute a default or require any consent under, give
      rise to any right of termination, cancellation or acceleration of, or to a
      loss
      of any material benefit to which the Company or any Subsidiary is entitled
      under, or result in the creation or imposition of any lien, claim or encumbrance
      on any asset of the Company or any Subsidiary under, any material contract
      (including any Spectrum Lease (as defined in clause (l) below)) to which the
      Company or any Subsidiary is a party or any FCC License (as defined in clause
      (n) below) or other material permit, license or similar right relating to the
      Company or any Subsidiary or by which the Company or any Subsidiary may be
      bound
      or affected, except, in the cases of clause (ii) and (iii), for such breaches,
      defaults or violations that would not have a Material Adverse
      Effect.




(k)  Litigation .
      Except
      as disclosed in the SEC Reports, there is no action, suit, proceeding, claim,
      arbitration or investigation (“ **Action** ”)
      pending or, to the Company’s actual knowledge, threatened: (i) against the
      Company, any Subsidiary thereof, their activities, properties or assets, or
      any
      officer, director or employee of the Company or any Subsidiary thereof in
      connection with such officer’s, director’s or employee’s relationship with, or
      actions taken on behalf of, the Company or any Subsidiary thereof, which, either
      singly or in the aggregate, could reasonably be expected to result in a Material
      Adverse Effect, or (ii) that seeks to prevent, enjoin, alter, challenge or
      delay
      the consummation of the transactions contemplated by this Agreement (including
      the issuance of the Purchased Shares and the Conversion Shares). The Company
      is
      not a party to nor subject to the provisions of, any order, writ, injunction,
      judgment or decree of any court or government agency or instrumentality that
      could prevent, enjoin, alter, challenge or delay the consummation of the
      transactions contemplated by this Agreement. The U.S. Securities and Exchange
      Commission (the “ **SEC** ”)
      has
      not issued any stop order or other order suspending the effectiveness of any
      registration statement filed by the Company under the Securities Exchange Act
      of
      1934, as amended (the “ **Exchange
      Act** ”),
      or
      the Securities Act.




6




(l)  Compliance
      with Law, Charter Documents and Contracts .
      Neither
      the Company nor any of its Subsidiaries is in violation or default of any
      provisions of its Certificate of Incorporation, Bylaws, or other applicable
      charter documents. The Company and each of its Subsidiaries are in compliance
      with all applicable statutes, laws, rules, regulations and orders of the United
      States of America and all states thereof, foreign countries and other
      governmental bodies and agencies having jurisdiction over the Company’s or its
      Subsidiaries’ business or properties, except for such non-compliance as, either
      singly or in the aggregate, could not reasonably be expected to have a Material
      Adverse Effect. Neither the Company nor any Subsidiary is in default (i) in
      any
      material respect in the payment or performance of any bond, debenture, note
      or
      any other evidence of indebtedness in excess of $7,500,000 or (ii) in the
      payment or performance of any other agreement or instrument, including, without
      limitation, any Spectrum Lease, to which the Company is a party or by which
      the
      Company is bound, except (in the case of this clause (ii) only) for such
      defaults as could not, either singly or in the aggregate, reasonably be expected
      to have a Material Adverse Effect.




(m)  SEC
      Documents .




(i)  Reports .
      The
      Company has filed all SEC Reports required to be filed by it with the SEC
      pursuant to the Securities Act and the reporting requirements of the Exchange
      Act and the rules and regulations promulgated thereunder on a timely basis
      or
      has timely filed a valid extension of such time of filing and has filed any
      such
      report prior to the expiration of any such extension. Except as set forth in
      Section (m) of the Disclosure Letter, each of the SEC Reports, as of the
      respective dates thereof (or, if amended or superseded by a filing or
      submission, as the case may be, prior to the Closing Date, then on the date
      of
      such filing or submission, as the case may be), as of the date hereof and as
      of
      the Closing Date, (i) do not contain any untrue statement of a material fact
      nor
      omit to state a material fact necessary in order to make the statements made
      therein, in the light of the circumstances under which they were made, not
      misleading and (ii) comply in all material respects with the requirements of
      the
      Securities Act, the Exchange Act and the rules and regulations of the SEC
      promulgated thereunder applicable to such SEC Report.




(ii)  Sarbanes-Oxley .
      Except
      as set forth in Section (m) of the Disclosure Letter, the Company is in
      compliance in all material respects with any applicable requirements of the
      Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder,
      as amended, that are currently in effect.




(iii)  Financial
      Statements .
      Except
      as set forth in Section (m) of the Disclosure Letter, the consolidated financial
      statements of the Company included in the SEC Reports (i) comply in all material
      respects with the rules and regulations of the SEC with respect thereto as
      were
      in effect at the time of filing and (ii) present fairly, in accordance with
      generally accepted accounting principles in the United States (“ **U.S.
      GAAP** ”),
      consistently applied, the financial position of the Company and its Subsidiaries
      as of the dates indicated therein, and the results of its operations and cash
      flows for the periods therein specified, subject, in the case of unaudited
      financial statements for interim periods, to normal, immaterial, year-end audit
      adjustments




7




(n)  Intellectual
      Property .
      Except
      as set forth in Section 3(n) of the Disclosure Letter, the Company and its
      Subsidiaries own or have valid, binding and enforceable licenses or other rights
      to use, free and clear of all liens, charges, claims, encumbrances, pledges,
      security interests, defects and other like charges, all patents, patent rights,
      inventions, designs, processes, trade secrets, know-how, trademarks, service
      marks, trade names, licenses or copyrights (collectively, “ **Intellectual
      Property** ”),
      which
      are necessary to conduct the businesses of the Company and its Subsidiaries
      as
      currently conducted, except where the failure to own or possess such rights
      could not reasonably be expected, either singly or in the aggregate, to have
      a
      Material Adverse Effect. Except as set forth in Section 3(n) of the Disclosure
      Letter, the Company has not received any written notice of, and has no actual
      knowledge of (i) any infringement of or conflict with asserted rights of others
      with respect to any Intellectual Property which, if the subject of an
      unfavorable decision, ruling or finding, could reasonably be expected to have
      a
      Material Adverse Effect, or (ii) that any Person is infringing upon or
      misappropriating, or has infringed upon or misappropriated any Intellectual
      Property owned or licensed by the Company or any Subsidiary, which infringement
      or misappropriation could reasonably be expected to have a Material Adverse
      Effect.




(o)  Spectrum
      Leases; Material Contracts .
      Subsidiaries of the Company are the sole owners and holders of all of the
      leasehold or license interests granted by each lease, license, agreement or
      other arrangement to which the Company or any Subsidiary thereof is now or
      may
      hereafter become a party pursuant to which the Company or any Subsidiary thereof
      leases, licenses or otherwise acquires or obtains any rights, whether exclusive
      or non-exclusive, with respect to radio frequency specified in any license
      granted by the Federal Communications Commission (the “ **FCC** ”),
      in
      each case, as amended, restated, supplemented or otherwise modified from time
      to
      time (each, a “ **Spectrum
      Lease** ”).
      Except as would not have a Material Adverse Effect, (i) each Spectrum Lease
      is,
      and on the Closing Date will be, in full force and effect, constituting valid
      and binding obligations of the parties thereto and enforceable in accordance
      with their respective terms and (ii) neither the Company nor any Subsidiary
      thereof has received any notice that any party to any Spectrum Lease intends
      to
      cancel or terminate any such Spectrum Lease or written notice alleging a
      material default thereunder (other than letters of default that have been
      rescinded or with respect to defaults that have been cured or waived).




(p)  Title .
      Except
      as would not have a Material Adverse Effect, the Company and its Subsidiaries
      have good and marketable title in fee simple to all real property and good
      and
      marketable title to all personal property owned by them which is material to
      the
      business of the Company and its Subsidiaries, in each case free and clear of
      all
      liens, encumbrances and defects except as set forth in Section (o) of the
      Disclosure Letter and except such as do not materially affect the value of
      such
      property and do not interfere with the use made and proposed to be made of
      such
      property by the Company and any of its Subsidiaries. Except as would not have
      a
      Material Adverse Effect, any real property and facilities held under lease
      by
      the Company and any of its Subsidiaries are held by them under valid, subsisting
      and enforceable leases with such exceptions as are not material and do not
      interfere with the use made and proposed to be made of such property and
      buildings by the Company and its Subsidiaries.




8




(q)  No
      Material Adverse Change; Absence of Undisclosed Liabilities .
      Except
      as set forth in Section 3(m) of the Disclosure Letter, since the date (the
      “ **Financial
      Statement Date** ”)
      of the
      most recent financial statements included in the SEC Reports, no event or change
      has occurred that has had or could reasonably be expected to have, either
      individually or in the aggregate, a Material Adverse Effect. Except as set
      forth
      in the financial statements referred to in Section 3(m) above, since the
      Financial Statement Date, neither the Company nor any of its Subsidiaries has
      incurred any obligations or liabilities that would be required to be reflected
      on a balance sheet or the notes prepared thereto in accordance with U.S. GAAP
      consistently applied, other than (i) obligations or liabilities incurred in
      the
      ordinary course of business, (ii) obligations and liabilities incurred in
      connection with transactions contemplated hereby and (iii) obligations and
      liabilities that could not, either singly or in the aggregate, reasonably be
      expected to be material to the Company and its Subsidiaries taken as a
      whole.






(r)  Subsidiary
      Rights .
      The
      Company or one of its Subsidiaries has the unrestricted right to vote, and
      (subject to limitations imposed by applicable law) to receive dividends and
      distributions on, all capital securities of the Company’s direct and indirect
      Subsidiaries that are owned by the Company or one of its
      Subsidiaries.




(s)  Spectrum
      Licenses .




(i)  For
      purposes of this Agreement “ **FCC
      License** ”
means
      any paging, mobile telephone, specialized mobile radio, microwave, personal
      communications services or other license, permit, consent, certificate of
      compliance, franchise, approval, waiver or authorization granted or issued
      by
      the FCC, including authorizing or permitting the acquisition, construction
      or
      operation of any system to provide telecommunications services, including,
      without limitation, specialized mobile radio system, radio paging system, mobile
      telephone system, cellular radio telecommunications system, conventional mobile
      telephone system, personal communications system, EBS/ITFS-based system or
      BRS/MDS/MMDS-based system, data transmission system or any other paging, mobile
      telephone, radio, microwave, communications, broadband or data transmission
      system; and “ **Foreign**  **License** ”
means
      any paging, mobile telephone, specialized mobile radio, microwave, personal
      communications services or other license, permit, consent, certificate of
      compliance, franchise, approval, waiver or authorization granted or issued
      by
      any governmental authority other than the FCC.




(ii)  (1)
      Each
      of the material FCC Licenses and Foreign Licenses of the Company or any
      Subsidiary is valid, binding, in full force and effect, and enforceable by
      the
      Company or any Subsidiary party thereto in accordance with its terms;
      (2) the Company or any Subsidiary which is the holder of each such material
      FCC License or Foreign License has performed all accrued obligations thereunder
      in all material respects and has not received written notice of intention to
      terminate any such FCC License or Foreign License or written notice alleging
      a
      material default (other than letters of default that have been rescinded or
      with
      respect to defaults that have been cured or waived); (3) no event caused
      by, relating to or affecting the Company or any Subsidiary which is the holder
      of a material FCC License or Foreign License has occurred which (with or without
      the giving of notice or lapse of time, or both) would constitute a material
      default or material breach by the Company or any Subsidiary party of the terms
      of such FCC License or Foreign License, the Communications Act of 1934 (as
      amended, the “ **Communications
      Act** ”)
      or the
      FCC rules, regulations, written policies, orders and decisions of the FCC
      adopted under the Communications Act, in each case as from time to time in
      effect (the “ **FCC
      Rules** ”) ,
      and
      (4) to the knowledge of the Company, no holder of any license granted by
      the FCC to a Person who is the lessor to the Company or its Subsidiaries under
      a
      Spectrum Lease or, in the case of a sublease, to the Person who is the lessor
      to
      the applicable sublessor to the Company or its Subsidiaries (an “ **Underlying
      License** ”),
      is in
      breach or default in any material respect thereunder. Neither
      the Company nor any Subsidiary has entered into any agreement, written or oral,
      or made any commitment to enter into any such agreement, pursuant to which
      the
      Company would accept any interference other than such interference contemplated
      by the applicable material FCC Licenses or Foreign License, Underlying Licenses
      and rules and regulations of the FCC or applicable governmental authority,
      or to
      permit any additional signals in the geographic area covered by such FCC
      Licenses, Foreign License or Underlying Licenses and, to the Company’s
      knowledge, there is not any such interference or additional signal.




9




(iii)  Neither
      the Company nor any of its Subsidiaries is a party to or has knowledge of any
      investigation, notice of apparent liability, violation, forfeiture or other
      order or complaint issued by or before any court or regulatory body, including
      the FCC, or of any other proceedings which could in any manner threaten or
      adversely affect the validity or continued effectiveness of the FCC Licenses
      or
      Foreign License of any such Person or give rise to any order of forfeiture
      or
      could otherwise reasonably be expected to have a Material Adverse Effect.
      Neither the Company nor any Subsidiary has notice of any fact that may
      reasonably be expected to result in the failure of any material FCC License
      or
      Foreign License of the Company or any Subsidiary to be renewed in the ordinary
      course. The Company and each Subsidiary have filed in a timely matter all
      material reports, applications, documents, instruments and information required
      to be filed by it pursuant to the FCC Rules. No licenses, authorizations,
      permits or other rights other than the FCC Licenses are required under the
      Communications Act or the FCC Rules to operate the business of the Company
      in
      substantially the manner it is being operated as of the date hereof and as
      of
      the Closing Date.




(t)  Title
      to Property and Assets .
      Except
      as set forth in Section (o) of the Disclosure Letter, the properties and assets
      owned by the Company are so owned free and clear of all mortgages, deeds of
      trust, liens, charges, encumbrances and security interests except for (i)
      statutory liens for the payment of current taxes that are not yet delinquent
      and
      (ii) liens, encumbrances and security interests that arise in the ordinary
      course of business and do not in any material respect affect the business of
      the
      Company and its Subsidiaries as currently conducted. With respect to the
      property and assets it leases, the Company is in compliance with such leases
      in
      all material respects.




(u)  Payment
      of Taxes .




(i)  All
      returns and reports or similar filing (including the attached schedules) of
      the
      Company and its Subsidiaries required to be filed by any of them with respect
      to
      material Taxes (“ **Tax
      Returns** ”)
      have
      been timely filed (or validly extended), all such filed Tax Returns are true,
      complete and accurate in all material respects and all material Taxes imposed
      upon the Company or its Subsidiaries and upon their respective properties,
      assets, income, businesses and franchises which are due and payable have been
      timely paid other than those which are being contested by the Company or such
      Subsidiary in good faith and by appropriate proceedings and for which reserves
      or other appropriate provisions, if any, as may be required in conformity with
      U.S. GAAP shall have been made or provided therefor. There is no audit or
      assessment of a material Tax proposed or determined in writing against the
      Company or any of its Subsidiaries as of the date of this representation other
      than those which are being contested by the Company or such Subsidiary in good
      faith and by appropriate proceedings and for which reserves or other appropriate
      provisions, if any, as may be required in conformity with U.S. GAAP shall have
      been made therefor.




10




(ii)  Neither
      the Company nor any of its Subsidiaries or any predecessor has waived any
      statute of limitations with respect to Taxes or agreed to any extension of
      time
      with respect to a Tax assessment or deficiency, or has made any request in
      writing for any such extension or waiver. None of the Company or any Subsidiary
      has been informed by any jurisdiction that the jurisdiction believes that the
      Company or any Subsidiary was required to file any Tax Return or pay any tax
      that was not filed or was not paid. The
      Company and its Subsidiaries have no knowledge of any material tax deficiency
      that has been or might be asserted or threatened against any of them. The
      Company and each of the Subsidiaries have withheld and paid all Taxes other
      than
      immaterial amounts of Taxes required to be withheld and paid in connection
      with
      amounts paid and owing to any employee, independent contractor, creditor,
      stockholder or other third party (whether domestic or foreign). There are no
      liens for Taxes upon any property or asset of the Company or its Subsidiaries,
      except for (a) liens for Taxes not yet delinquent or (b) liens for Taxes
      contested in good faith and reserved against in accordance with U.S. GAAP and
      reflected in the Company’s audited financial statements.




(iii)  Except
      as
      set forth in Section (u) of the Disclosure Letter, (A) except for the affiliated
      group of which the Company is, or a wholly-owned Subsidiary was, the common
      parent, the Company and its Subsidiaries are not and have never been a member
      of
      an affiliated group of corporations within the meaning of Section 1504 of the
      Code (or any similar provision of state, local or foreign Law) or any group
      that
      has filed a combined, consolidated or unitary Tax Return; (B) neither the
      Company nor any of its Subsidiaries has liability for the Taxes of any Person
      other than the Company and its Subsidiaries (I) under Treasury Regulations
      Section 1.1502-6 (or any similar provision of state, local or foreign Law),
      (II)
      as a transferee or successor, (III) by contract, or (IV) otherwise; and (C)
      neither the Company nor any of its Subsidiaries is a party to any Tax sharing
      agreement, Tax indemnity agreement or Tax allocation agreement, or has assumed
      the Tax liability of any other Person under contract, in each case, that is
      currently in effect.




(iv)  Neither
      the Company nor any of its Subsidiaries has been a “controlled corporation” or a
“distributing corporation” in any distribution occurring during the two-year
      period ending on the date hereof that was purported or intended to be governed
      by Section 355 of the Code. Neither the Company nor any of its Subsidiaries
      has entered into any “reportable transaction” as such term is defined in
      Treasury Regulation Section 1.6011-4(b)(1) or any “listed transaction” within
      the meaning of Treasury Regulation Section 1.6011-4(b)(2), or any other
      transaction requiring disclosure under analogous provisions of state, local
      or
      foreign law. There are no adjustments under Section 481 of the Code (or any
      similar adjustments under any provision of the Code or the corresponding
      foreign, state or local Laws) that are required to be taken into account by
      the
      Company or any of its Subsidiaries in any period ending after the Closing Date
      by reason of a change in method of accounting in any taxable period ending
      on or
      before the Closing Date.




11




(v)  As
      used
      in this Agreement, “ **Taxes** ”
means
      any and all federal, state, local, foreign or other taxes of any kind (together
      with any and all interest, penalties, additions to tax and additional amounts
      imposed with respect thereto) imposed by any governmental entity, including
      taxes on or with respect to income, franchises, windfall or other profits,
      gross
      receipts, property, sales, use, capital stock, payroll, employment,
      unemployment, social security, workers’ compensation or net worth, and taxes in
      the nature of excise, withholding, ad valorem or value added.




(vi)  The
      Company is not a U.S. real property holding corporation with in the meaning
      of
      Section 897 of the Code.






(v)  Labor
      Relations .




(i)  Neither
      the Company nor any of its Subsidiaries is a party to any collective bargaining
      agreement or employs any member of a union. The Company and its Subsidiaries
      believe that their relations with their employees are good. No executive officer
      of the Company or any of its Subsidiaries (as defined in Rule 501(f) of the
      Securities Act) has notified the Company or any such Subsidiary that such
      officer intends to leave the Company or any such Subsidiary or otherwise
      terminate such officer's employment with the Company or any such Subsidiary.
      No
      executive officer of the Company or any of its Subsidiaries is, or is now
      expected to be, in violation of any material term of any employment contract,
      confidentiality, disclosure or proprietary information agreement,
      non-competition agreement, or any other contract or agreement or any restrictive
      covenant, and the continued employment of each such executive officer does
      not
      subject the Company or any of its Subsidiaries to any liability with respect
      to
      any of the foregoing matters.




(ii)  The
      Company and its Subsidiaries are in compliance with all federal, state, local
      and foreign laws and regulations respecting labor, employment and employment
      practices and benefits, terms and conditions of employment and wages and hours,
      except where failure to be in compliance would not, either individually or
      in
      the aggregate, reasonably be expected to result in a Material Adverse
      Effect.




(w)  Internal
      Accounting Controls .
      The
      Company has established disclosure controls and procedures (as defined in
      Exchange Act rules 13a-15(e) and 15d-15(e)) for the Company and designed such
      disclosure controls and procedures to ensure that material information relating
      to the Company is made known to the certifying officers by others within the
      Company. The Company’s certifying officers have evaluated the effectiveness of
      the Company’s disclosure controls and procedures as of a date within 90 days
      prior to the filing date of the Form 10-Q for the Company’s most recently ended
      fiscal quarter (such date, the “ **Evaluation
      Date** ”).
      The
      Company presented in its most recently filed Form 10-K or Form 10-Q the
      conclusions of the certifying officers about the effectiveness of the disclosure
      controls and procedures based on their evaluations as of the Evaluation Date.
      Except as set forth in Section (w) of the Disclosure Letter, since the
      Evaluation Date, there have been no material changes in the Company’s disclosure
      controls and procedures. The Company is not currently required to comply with
      the requirements of Section 404 of the Sarbanes Oxley Act of 2002 relating
      to
      internal controls over financial reporting.




12




(x)  Transactions
      With Officers and Directors .
      Except
      as set forth in the SEC Reports, none of the officers or directors of the
      Company or any Subsidiary, and, to the actual knowledge of the Company, none
      of
      the employees of the Company or any Subsidiary is presently a party to any
      transaction with the Company or any Subsidiary (other than for services as
      employees, officers and directors or as a Purchaser under this Agreement),
      including any contract, agreement or other arrangement providing for the
      furnishing of services to or by, providing for rental of real or personal
      property to or form, or otherwise requiring payments to or from any officer,
      director or such employee or, to the actual knowledge of the Company, any entity
      in which any officer, director, or any employee has a substantial interest
      or is
      an officer, director, trustee or partner, in each case in excess of $120,000
      other than (i) for payment of salary or consulting fees (on arm’s length terms)
      for services rendered, (ii) reimbursement for expenses incurred on behalf of
      the
      Company or a Subsidiary and (iii) for other employee benefits, including stock
      option agreements under any stock option plan of the Company.




(y)  Certain
      Registration Matters .
      The
      Company will meet the eligibility requirements for use of a Form S-3
      Registration Statement for the resale of the Purchased Shares and the Conversion
      Shares on June 30, 2007. Assuming the completion and timely delivery of the
      Notice and Questionnaire attached to the Registration Rights Agreement and
      the
      Suitability Questionnaire (attached hereto as Appendix
      II )
      (the
“ **Suitability
      Questionnaire** ”)
      by
      each Purchaser to the Company, the Company is not aware of any facts or
      circumstances that would prohibit or delay the preparation and filing of a
      registration statement with respect to the Registrable Securities (as defined
      in
      the Registration Rights Agreement) by July 31, 2007.




(z)  Nasdaq
      Listing Matters .
      The
      shares of Common Stock are registered pursuant to Section 12(g) of the Exchange
      Act and are listed on the Nasdaq under the ticker symbol “WAVE.” The Company has
      not received any notice that it is not currently in compliance with the listing
      or maintenance requirements of the Nasdaq. The issuance and sale of the
      Purchased Shares under this Agreement do not contravene the rules and
      regulations of Nasdaq. The Company has taken no action designed to, or likely
      to
      have the effect of, terminating the registration of the Common Stock under
      the
      Exchange Act or de-listing the Common Stock from Nasdaq.




(aa)  Investment
      Company .
      Neither
      the Company nor any of its Subsidiaries is, or, immediately after receipt of
      payment for the Purchased Shares and consummation of the contemplated
      transactions, will be an “investment company” within the meaning of such term
      under the Investment Company Act of 1940 (as amended) and the rules and
      regulations of the SEC thereunder.




(bb)  Application
      of Takeover Protections .
      There
      is no control share acquisition, business combination, poison pill (including
      any distribution under a rights agreement) or other similar anti-takeover
      provision under the Company’s Certificate of Incorporation (or similar charter
      documents) that would become applicable to the Purchasers as a result of the
      issuance of the Purchased Shares or the Conversion Shares.




13




(cc)  Insurance .
      The
      Company and its Subsidiaries are insured by insurers of recognized financial
      responsibility against such losses and risks and in such amounts and with such
      deductibles as is customary in the business in which the Company and its
      Subsidiaries are engaged and which management of the Company believes to be
      prudent. All material insurance policies are in full force and effect and all
      premiums due thereon have been paid. Neither the Company nor any Subsidiary
      has
      been refused any insurance coverage that is material to the business of the
      Company and that has been sought or applied for.






(dd)  Foreign
      Corrupt Practices .
      Neither
      the Company, nor any of its Subsidiaries, nor to the knowledge of the Company,
      any director, officer, agent, employee or other Person acting on behalf of
      the
      Company or any of its Subsidiaries has, in the course of its actions for, or
      on
      behalf of, the Company or any of its Subsidiaries (i) used any corporate funds
      for any unlawful contribution, gift, entertainment or other unlawful expenses
      relating to political activity; (ii) made any direct or indirect unlawful
      payment to any foreign or domestic government official or employee from
      corporate funds; (iii) violated or is in violation of any provision of the
      U.S.
      Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful
      bribe, rebate, payoff, influence payment, kickback or other unlawful payment
      to
      any foreign or domestic government official or employee.




(ee)  Money
      Laundering .
      The
      operations of the Company and the Subsidiaries are and have been conducted
      at
      all times in compliance with applicable financial record-keeping and reporting
      requirements of the Currency and Foreign Transactions Reporting Act of 1970,
      as
      amended, applicable money laundering statutes and applicable rules and
      regulations thereunder (collectively, the “ **Money
      Laundering Laws** ”),
      and
      no action, suit or proceeding by or before any court or governmental agency,
      authority or body or any arbitrator involving the Company or any or its
      subsidiaries with respect to the Money Laundering Laws is pending or, to the
      knowledge of the Company, threatened.




(ff)  OFAC .
      Neither
      the Company nor, to the knowledge of the Company, any director, officer, agent,
      employee or affiliate of the Company is currently subject to any U.S. sanctions
      administered by the Office of Foreign Assets Control of the U.S. Treasury
      Department (“ **OFAC** ”);
      and
      the Company will not, directly or indirectly, use the proceeds of the offering,
      or lend, contribute or otherwise make available such proceeds to any Subsidiary,
      joint venture partner or other Person, for the purpose of financing the
      activities of any person currently subject to any U.S. sanctions administered
      by
      OFAC.




(gg)  Acknowledgement .
      The
      Company acknowledges that no Purchaser is acting as a financial advisor or
      fiduciary of the Company or any of its Subsidiaries (or in any similar capacity)
      with respect to the Transaction Documents and the transactions contemplated
      hereby and thereby, and any advice given by a Purchaser or any of its
      representatives or agents in connection with the Transaction Documents and
      the
      transactions contemplated hereby and thereby is merely incidental to such
      Purchaser's purchase of the Purchased Shares. The Company further represents
      to
      each Purchaser that the Company's decision to enter into the Transaction
      Documents has been based solely on an independent evaluation by the Company
      and
      its representatives.




14




(hh)  Disclosure .
      All
      disclosure provided to the Purchasers regarding the Company and its
      Subsidiaries, their business and the transactions contemplated hereby, including
      the Schedules to this Agreement, furnished by or on behalf of the Company is
      true and correct in all material respects and does not contain any untrue
      statement of a material fact or omit to state any material fact necessary in
      order to make the statements made therein, in the light of the circumstances
      under which they were made, not misleading.




**4.**  **REPRESENTATIONS,
      WARRANTIES AND CERTAIN AGREEMENTS OF THE PURCHASERS** **.** Each
      Purchaser hereby represents and warrants to the Company, severally and not
      jointly, as of the date hereof and as of the Closing Date, and agrees as
      follows:




(a)  Organization,
      Good Standing and Qualification .
      Such
      Purchaser has all corporate, limited liability company, partnership, trust
      or
      individual power and authority required to enter into this Agreement and the
      other agreements, instruments and documents contemplated hereby and consummate
      the transactions contemplated hereby and thereby.




(b)  Due
      Authorization .
      The
      execution, delivery and performance of all obligations of such Purchaser under
      this Agreement and the Registration Rights Agreement have been duly authorized
      by all necessary corporate, limited liability company, partnership, trust or
      individual, as the case may be, action on the part of such Purchaser. This
      Agreement and the Registration Rights Agreement constitute such Purchaser’s
      legal, valid and binding obligation, enforceable against such Purchaser in
      accordance with its terms, except (i) as may be limited by (1) applicable
      bankruptcy, insolvency, reorganization moratorium, liquidation, conservatorship,
      receivership or other similar laws of general application relating to or
      affecting the enforcement of creditors’ rights generally or other laws of
      general application relating to or affecting the enforcement of creditors’
rights generally or (2) the effect of rules of law governing the availability
      of
      equitable principles of general application or (ii) as rights to indemnity
      or
      contribution may be limited under federal or state securities laws or by
      principles of public policy thereunder.




(c)  No
      Conflicts .
      There
      is no provision of (i) the organizational documents of such Purchaser; (ii)
      any
      provision of any federal, state, local or foreign law, rule, regulation, order
      or decree applicable to such Purchaser or (iii) any order, writ, injunction,
      judgment or decree of any court or government agency or instrumentality
      applicable to Purchaser, that could, in any case, prevent, enjoin, alter,
      challenge or delay the consummation of the transactions contemplated by this
      Agreement or the Registration Rights Agreement.




(d)  Purchase
      for Own Account .
      The
      Purchased Shares are being acquired for investment for such Purchaser’s own
      account, not as a nominee or agent, in the ordinary course of business, and
      not
      with a view to the distribution thereof. Such Purchaser (if not an individual)
      also represents that it has not been formed for the specific purpose of
      acquiring the Purchased Shares. Such Purchaser does not have any agreement
      or
      understanding, whether or not legally binding, direct or indirect, with any
      other Person, to sell or otherwise distribute the Purchased Shares.
      Notwithstanding the foregoing, the parties hereto acknowledge (i) that such
      Purchaser does not agree to hold any of the Purchased Shares for any minimum
      or
      other specific term and (ii) such Purchaser’s right at all times to sell or
      otherwise dispose of all or any part of such securities in compliance with
      applicable federal and state securities laws and as otherwise contemplated
      by
      this Agreement.




15




(e)  Investment
      Experience .
      Such
      Purchaser understands that the purchase of the Purchased Shares involves
      substantial risk. Such Purchaser has experience as an investor in securities
      of
      companies and acknowledges that such Purchaser is able to bear the economic
      risk
      of its investment in the Purchased Shares and has such knowledge and experience
      in financial or business matters to be capable of evaluating the merits and
      risks of this investment in the Purchased Shares and protecting such Purchaser’s
      own interests in connection with this investment.




(f)  Status
      of Purchaser .
      Such
      Purchaser is an “accredited investor,” as such term is defined in Regulation D
      of the Securities Act (“ **Regulation
      D** ”).
      Such
      Purchaser acknowledges that the Purchased Shares and the Conversion Shares
      were
      not offered to such Purchaser by means of any form of general or public
      solicitation or general advertising, or publicly disseminated advertisements
      or
      sales literature, including (i) any advertisement, article, notice or other
      communication published in any newspaper, magazine, or similar media, or
      broadcast over television or radio, or (ii) any seminar or meeting to which
      such
      Purchaser was invited by any of the foregoing means of
      communications.




(g)  Reliance
      Upon Purchaser’s Representations .
      Such
      Purchaser understands that the issuance and sale of the Purchased Shares to
      it
      will not be registered under the Securities Act on the ground that such issuance
      and sale will be exempt from registration under the Securities Act pursuant
      to
      Section 4(2) thereof, and that the Company’s reliance on such exemption is based
      on each Purchaser’s representations set forth herein and in the Suitability
      Questionnaire.




(h)  Receipt
      of Information .
      Such
      Purchaser has had an opportunity to ask questions and receive answers from
      the
      Company regarding the terms and conditions of the issuance and sale of the
      Purchased Shares and the business, properties, prospects and financial condition
      of the Company and to obtain any additional information requested and has
      received and considered all information such Purchaser deems relevant to make
      an
      informed decision to purchase the Purchased Shares. Neither such inquiries
      nor
      any other investigation conducted by or on behalf of such Purchaser or its
      representatives or counsel thereof shall modify, amend or affect such
      Purchaser’s right to rely on the truth, accuracy and completeness of such
      information and the Company’s representations and warranties contained in this
      Agreement.




(i)  Restricted
      Securities .
      Such
      Purchaser understands that the Purchased Shares have not been, and will not
      upon
      issuance be, registered under the Securities Act and such Purchaser will not,
      except as contemplated below, sell, offer to sell, assign, pledge, hypothecate
      or otherwise transfer any of the Purchased Shares or Conversion Shares except
      (i) in the United States to a person who the Purchaser reasonably believes
      is a
      Qualified Institutional Buyer (as defined in Rule 144A under the Securities
      Act)
      in a transaction meeting the requirements of Rule 144A (respecting Purchased
      Shares), (ii) outside of the United States in an offshore transaction in
      accordance with Section 904 under the Securities Act, (iii) pursuant to an
      effective registration statement under the Securities Act, (iv) pursuant to
      Rule
      144(k) under the Securities Act following the applicable holding period set
      forth therein, (v) if such Purchaser provides the Company with an opinion of
      counsel, in a form reasonably acceptable to the Company, to the effect that
      a
      sale, assignment or transfer of the Purchased Shares or Conversion Shares may
      be
      made without registration under the Securities Act pursuant to Section 4 of
      the
      Securities Act and not involving any public offering and the transferee agrees
      to be bound by the terms and conditions of this Agreement or (vi) if such
      Purchaser provides the Company with reasonable assurances (in the form of seller
      and broker representation letters) that the Purchased Shares or the Conversion
      Shares, as the case may be, can be sold pursuant to Rule 144 promulgated under
      the Securities Act, as such rule may be amended from time to time (“ **Rule
      144** ”)
      following the applicable holding period set forth therein. Notwithstanding
      anything to the contrary contained in this Agreement, such Purchaser may
      transfer (without restriction and without the need for an opinion of counsel)
      the Purchased Shares or the Conversion Shares, as the case may be, to its
      Affiliates provided that such transfer is exempt from the registration
      requirements of the Securities Act pursuant to Section 4 of the Securities
      Act
      and not involving any public offering and such Affiliate agrees to be bound
      by
      the terms and conditions of this Agreement. For the purposes of this Agreement,
      an “ **Affiliate** ”
of
      any
      specified Purchaser means any other Person which directly or indirectly through
      one or more intermediaries controls, is controlled by or is under common control
      with, such specified Purchaser. For purposes of this definition, “ **control** ”
as
      used
      with respect to any Person means the possession, direct or indirect, of the
      power to direct or cause the direction of the management and policies of such
      Person, whether through the ownership of voting securities, by contract or
      otherwise.




16




(j)  Legends .
      Such
      Purchaser agrees that the certificates representing the Purchased Shares and
      the
      Conversion Shares shall bear a legend in substantially the following form (in
      addition to any legend required by applicable state securities or “blue sky”
laws):




“THIS
      SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
      FROM
      REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES
      ACT”), AND THIS SECURITY AND ANY SECURITY ISSUABLE UPON CONVERSION HEREOF MAY
      NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
      REGISTRATION OR AN APPLICABLE EXEMPTION THERE FROM. EACH PURCHASER OF THIS
      SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING
      ON
      THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
      BY
      RULE 144A THEREUNDER.




THE
      HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
      SECURITY AND ANY SECURITY ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED,
      RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO
      A
      PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
      (AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A, (II) OUTSIDE OF THE UNITED STATES IN AN OFFSHORE
      TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT
      TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
      144
      THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
      NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
      REFERRED TO IN (A) ABOVE.




17




The
      Company acknowledges and agrees that the Purchasers may from time to time pledge
      pursuant to a bona fide margin agreement with a registered broker-dealer or
      grant a security interest in some or all of the Purchased Shares and Conversion
      Shares to a financial institution that is an “accredited investor” as defined in
      Rule 501(a) under the Securities Act and, if required under the terms of such
      arrangement, the Purchasers may transfer pledged or secured Purchased Shares
      and
      Conversion Shares to the pledgees or secured parties without the prior consent
      of the Company.




The
      legend set forth above shall be removed and the Company shall issue a
      certificate without such legend to the holder of the Purchased Shares and the
      Conversion Shares upon which it is stamped, if, unless otherwise required by
      state securities laws, (i) such Purchased Shares or Conversion Shares are
      registered for resale under the 1933 Act, (ii) in connection with a sale,
      assignment or other transfer, such holder provides the Company with an opinion
      of counsel, in a form reasonably acceptable to the Company, to the effect that
      such sale, assignment or transfer of the Purchased Shares or the Conversion
      Shares, as applicable, may be made without registration under the applicable
      requirements of the 1933 Act, or (iii) such holder provides the Company with
      reasonable assurance that the Purchased Shares or the Conversion Shares, as
      applicable, can be sold, assigned or transferred pursuant to Rule
      144(k).




In
      addition, such Purchaser agrees that the Company may place stop transfer orders
      with its transfer agent with respect to such certificates in order to implement
      the restrictions on transfer set forth in this Agreement. The Company will
      promptly take all necessary actions to promptly remove the appropriate portion
      of the legend and the stop transfer orders promptly upon delivery to the Company
      of such satisfactory evidence as reasonably may be required by the Company
      that
      such legend or stop orders are not required to ensure compliance with the
      Securities Act.




(k)  Questionnaires .
      Such
      Purchaser has completed or caused to be completed the Stock Certificate
      Questionnaire and the Suitability Questionnaire, and the answers to such
      questionnaires are true and correct as of the date thereof and as of the
      Closing Date.




(l)  Restrictions
      on Short Sales .
      Such
      Purchaser represents, warrants and covenants that neither such Purchaser nor
      any
      Affiliate of such Purchaser which (x) has knowledge of the transactions
      contemplated hereby, (y) has or shares discretion relating to such Purchaser’s
      investments or trading or information concerning such Purchaser’s investments,
      including in respect of the Purchased Shares, or (z) is subject to such
      Purchaser’s review or input concerning such Affiliate’s investments or trading,
      has engaged or will engage, directly or indirectly, during the period beginning
      on the date on which UBS Securities LLC, financial advisors to the Company,
      first contacted such Purchaser regarding the transactions contemplated by this
      Agreement (and involving the Company) and ending on the public announcement
      of
      the transactions contemplated by this Agreement, in (i) any “short sales” (as
      such term is defined in Rule 200 promulgated under the Exchange Act) of the
      Purchased Shares and/or the Conversion Shares, including, without limitation,
      the maintaining of any short position with respect to, establishing or
      maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h)
      under the Exchange Act) with respect to, entering into any swap, derivative
      transaction or other arrangement (whether any such transaction is to be settled
      by delivery of Common Stock, other securities, cash or other consideration)
      that
      transfers to another, in whole or in part, any economic consequences or
      ownership, or otherwise dispose of, any of the Purchased Shares by such
      Purchaser or (ii) any hedging transaction which establishes a net short position
      with respect to the Purchased Shares (clauses (i) and (ii) together, a
“ **Short
      Sale** ”);
      except for (A) Short Sales by such Purchaser or an Affiliate of such Purchaser
      which was, prior to the date on which such Purchaser was first contacted
      regarding the transactions contemplated by this Agreement, a market maker for
      the Common Stock, provided that such Short Sales are in the ordinary course
      of
      business of such Purchaser or Affiliate of such Purchaser and are in compliance
      with the Securities Act, the rules and regulations of the Securities Act and
      such other securities laws as may be applicable, (B) Short Sales by such
      Purchaser or an Affiliate of such Purchaser which by virtue of the procedures
      of
      such Purchaser are made without knowledge of the transactions contemplated
      by
      this Agreement or (C) Short Sales by such Purchaser or an Affiliate of such
      Purchaser to the extent that such Purchaser or Affiliate of such Purchaser
      is
      acting in the capacity of a broker-dealer executing unsolicited third-party
      transactions.




18




(m)  Confidentiality .
      Such
      Purchaser agrees to use any information it receives in the course of and in
      connection with this transaction for the sole purpose of evaluating a possible
      investment in the Purchased Shares and such Purchaser hereby acknowledges that
      it is prohibited from reproducing or distributing any such information, this
      Agreement, or any other offering materials provided by the Company in connection
      with such Purchaser’s consideration of its investment in the Company, in whole
      or in part, or divulging or discussing any of their contents except to its
      advisors and representatives for the purpose of evaluating such investment.
      The
      foregoing agreements shall not apply to any information that (i) is or becomes
      publicly available through no fault of such Purchaser, (ii) was
      already known to such Purchaser prior to its disclosure by the Company to the
      Purchasers, (iii) is or becomes available to such Purchaser on a
      non-confidential basis from a source other than the Company (so long as such
      Purchaser is not aware such disclosure is in breach of a confidentiality
      obligation to the Company), (iv) is independently developed by such Purchaser’s
      personnel without access to or use of the confidential information received
      from
      the Company or (v)
      is legally required to be disclosed by such Purchaser under operation of law
      or
      judicial or other governmental order; *provided,
      however* ,
      that if
      such Purchaser is requested or ordered to disclose any such information pursuant
      to any judicial or other governmental order or any other applicable legal
      procedure, it shall provide the Company with reasonably prompt notice of any
      such request or order to enable the Company to seek an appropriate protective
      order and shall provide the Company with reasonable assistance in obtaining
      such
      protective order at the Company’s sole expense.




19




(n)  Independence .
      Each
      Purchaser has relied on the representations of the Company herein, the SEC
      Reports, information provided by the Company, and its own independent
      investigation of the financial condition and affairs of the Company and its
      Subsidiaries. No individual Purchaser (or Affiliate or representative of any
      Purchaser) is acting as a financial advisor or fiduciary to any other Purchaser,
      or shall have any duty or responsibility to any other Purchaser, either
      initially or on a continuing basis. Without limiting the foregoing, no
      individual Purchaser (or Affiliate or representative of any Purchaser) shall
      have any duty or responsibility to any other Purchaser to make any investigation
      on behalf of any Purchaser or to provide any Purchaser with any information
      with
      respect to the Company and its Subsidiaries, whether coming into its possession
      before the purchase of the Purchased Shares, or at any time thereafter, and
      no
      Purchaser (or Affiliate or representative of any Purchaser) shall have any
      responsibility with respect to the accuracy or completeness of any information
      provided to Purchasers. Each Purchaser severally but not jointly acknowledges
      and agrees that (i) the Purchasers, in such capacity, have no right to
      representation on the Board of Directors of the Company or any Subsidiary
      thereof, or to have an observer at meetings of any such Board, and that (ii)
      any
      Person affiliated or associated with an individual Purchaser who may serve
      as a
      member of the Board of Directors of the Company or any Subsidiary thereof is
      doing so in that Person’s individual capacity, not as a representative of any
      Purchaser, and, in such capacity, shall have no duty or responsibility to any
      Purchaser.




**5.**  **COVENANTS** **.**




(a)  Best
      Efforts .
      Each
      party shall use its best efforts timely to satisfy each of the conditions to
      be
      satisfied by it as provided in Sections 7 and 8 of this Agreement.




(b)  Form
      D
      Filing .
      The
      Company hereby agrees that it shall file in a timely manner a Form D relating
      to
      the sale of the Purchased Shares under this Agreement, pursuant to Regulation
      D.






(c)  Reporting
      Status .
      Until
      the date on which the Purchasers shall have sold all the Conversion Shares,
      and
      none of the Purchased Shares are outstanding (the “ **Reporting
      Period** ”),
      the
      Company shall use its best efforts to timely file all reports required to be
      filed with the SEC pursuant to the Exchange Act, and the Company shall not
      terminate its status as an issuer required to file reports under the Exchange
      Act (except to the extent that the Company has complied with its obligations
      under the Certificate of Designations in connection with (i) a reorganization
      of
      the Company or a merger or consolidation of the Company with or into another
      entity or (ii) an event that is a “deemed liquidation” pursuant to the
      Certificate of Designations) even if the Exchange Act or the rules and
      regulations thereunder would no longer require or otherwise permit such
      termination, and the Company shall take all actions necessary to maintain its
      eligibility to register the Conversion Shares for resale by the Purchasers
      on
      Form S-3.




(d)  Financial
      Information .
      For so
      long as any Purchased Shares or Conversion Shares remain outstanding and are
      "restricted securities" within the meaning of Rule 144(a)(3) under the
      Securities Act, the Company will, during any period in which it is not subject
      to Section 13 or 15(d) under the Exchange Act, make available to the Purchasers
      and any holder of Purchased Shares or the Conversion Shares in connection with
      any sale thereof and any prospective purchaser of Securities and securities
      analysts, in each case upon request, the information specified in, and meeting
      the requirements of, Rule 144A(d)(4) under the Securities Act (or any successor
      thereto).




20




(e)  L isting
      of Common Stock . The
      Company hereby agrees to use best efforts to maintain the listing of its Common
      Stock on the Nasdaq and as soon as reasonably practicable following the Closing
      (but not later than the effective date of the Registration Statement), to list
      all of the Conversion Shares on such trading market. The Company further agrees,
      if the Company applies to have the Conversion Shares traded on any other trading
      market, it will include in such application all of the Conversion Shares to
      be
      listed on such other trading market as promptly as possible. The Company will
      take all action reasonably necessary to continue the listing and trading of
      its
      Common Stock on the Nasdaq and will comply in all material respects with the
      Company’s reporting, filing and other obligations under the bylaws or rules of
      the Nasdaq.




(f)  Foreign
      Qualifications .
      The
      Company shall deliver to each Purchaser within ten days following the Closing
      Date certificates evidencing NextWave Broadband Inc., NW Spectrum Co., AWS
      Wireless Inc., PacketVideo Corporation and Go Networks Inc’s qualification as a
      foreign corporation and good standing issued by the Secretary of State (or
      comparable office) of each jurisdiction in which such Subsidiaries conduct
      business and are required to so qualify.




(g)  PORTAL .
      The
      Company agrees that if requested by a Purchaser, it shall use its best efforts
      to designate the Purchased Shares as PORTAL eligible securities; provided that
      the terms of the PORTAL eligible securities shall be materially consistent
      with
      the terms set forth in Certificate of Designations. Each Purchaser hereby agrees
      to reasonably cooperate with the Company in designating the Purchased Shares
      as
      PORTAL eligible.




**6.**  **ADVISORY
      FEE** **.** The
      Purchasers acknowledge that the Company intends to pay to UBS Securities LLC,
      as
      financial advisor, a fee in respect of the sale of the Purchased Shares. Each
      of
      the parties to this Agreement hereby represents that no other broker or finder
      is entitled to compensation in connection with the sale of the Purchased Shares
      to the Purchasers by reason of any action by or agreement of such party. The
      Company shall indemnify and hold harmless the Purchasers from and against all
      fees, commissions or other payments owing by the Company to UBS Securities
      LLC
      or any other Person acting on behalf of the Company hereunder.




**7.**  **CONDITIONS
      TO THE PURCHASERS’ OBLIGATIONS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
      HEREIN** **.** The
      obligation of each Purchaser to consummate the transactions contemplated herein
      is subject to the fulfillment or waiver by such Purchaser, on or before the
      Closing, of each of the following conditions:




(a)  Representations
      and Warranties True .
      Each of
      the representations and warranties of the Company contained in Section 3 shall
      be true and correct in all material respects on and as of the date hereof
      ( *provided,
      however* ,
      that
      such qualification shall only apply to representations or warranties not
      otherwise qualified by materiality) and on and as of the Closing Date with
      the
      same effect as though such representations and warranties had been made as
      of
      the Closing.




21




(b)  Performance .
      The
      Company shall have performed and complied in all material respects with all
      of
      its agreements, obligations and conditions contained in this Agreement that
      are
      required to be performed or complied with by it on or before the Closing and
      shall have obtained all approvals, consents and qualifications necessary to
      complete the purchase and sale described herein.




(c)  Compliance
      Certificate .
      The
      Company will have delivered to each of the Purchasers a certificate signed
      on
      its behalf by a duly authorized officer certifying that the conditions specified
      in Sections 7(a) and 7(b) hereof have been fulfilled.




(d)  Registration
      Rights Agreement .
      The
      Company shall have executed and delivered to the Purchasers the Registration
      Rights Agreement.




(e)  Securities
      Exemptions .
      The
      offer and sale of the Purchased Shares to each of the Purchasers pursuant to
      this Agreement shall be exempt from the registration requirements of the
      Securities Act and the registration and/or qualification requirements of all
      applicable state securities laws.




(f)  No
      Suspension of Trading or Listing of Common Stock .
      The
      Common Stock (i) shall be designated for quotation or listed on Nasdaq and
      (ii)
      shall not have been suspended from trading on Nasdaq (except for suspensions
      of
      trading of not more than one trading day solely to permit dissemination of
      material information regarding the Company).




(g)  Secretary’s
      Certificate .
      The
      Company shall have delivered to the Purchasers a certificate of the Company
      executed by the Company’s Secretary (or other authorized officer), dated as of
      the Closing Date, attaching and certifying to the truth and correctness of
      (1)
      the certificate of incorporation of the Company (including, without limitation,
      the Certificate of Designations), (2) the by-laws of the Company, and (3) the
      resolutions adopted by the Board of Directors of the Company in connection
      with
      the transactions contemplated by this Agreement.




(h)  No
      Statute or Rule Challenging Transaction .
      No
      statute, rule, regulation, executive order, decree, ruling, injunction, action,
      proceeding or interpretation shall have been enacted, entered, promulgated,
      endorsed or adopted by any court or governmental authority of competent
      jurisdiction having authority over the matters contemplated hereby which
      questions the validity of, or challenges or prohibits the consummation of,
      any
      of the transactions contemplated by this Agreement.




(i)  Reservation
      of Common Stock The
      Company shall have reserved out of its authorized and unissued Common Stock,
      solely for the purpose of facilitating the conversion of the Purchased Shares,
      that number of shares of Common Stock equal to the aggregate number of
      Conversion Shares issuable upon conversion of the Purchased Shares (after giving
      effect to the Purchased Shares to be issued on the Closing Date and assuming
      all
      such Purchased Shares were fully convertible on such date regardless of any
      limitation on the timing or amount of such conversions).




22




(j)  Opinion
      of Counsel .
      Purchasers shall have received a favorable opinion of counsel to the Company
      covering the matters set forth in Exhibit
      E hereto
      and otherwise in form and substance satisfactory to Purchasers.





(k)  Certificate
      of Designations .
      The
      Certificate of Designations in the form attached as Exhibit
      A shall
      have been filed on or prior to the Closing Date with the Secretary of State
      of
      the State of Delaware and shall be in full force and effect, enforceable against
      the Company in accordance with its terms and shall not have been
      amended.





(l)  Transfer
      Agent Instructions .
      The
      Company shall have delivered to such Purchaser a copy of the Irrevocable
      Transfer Agent Instructions, which instructions shall have been delivered to
      and
      acknowledged in writing by the Company's transfer agent.





(m)  Certificates .
      The
      Company shall have delivered to such Purchaser (i) a certificate evidencing
      the
      formation and good standing of the Company issued the Secretary of State of
      the
      State of Delaware; and (ii) a certified copy of the Certificate of Incorporation
      as certified by the Secretary of State of the State of Delaware, in each case
      as
      of a date within 10 days of the Closing Date.





**8.**  **CONDITIONS
      TO THE COMPANY’S OBLIGATIONS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
      HEREIN** **.** The
      obligations of the Company to consummate the transactions contemplated herein
      are subject to the fulfillment or waiver, on or before the Closing, of each
      of
      the following conditions:




(a)  Representations
      and Warranties True .
      Each of
      the representations and warranties of the Purchasers contained in Section 4
      shall be true and correct in all material respects on and as of the date hereof
      ( *provided,
      however* ,
      that
      such qualification shall only apply to representations and warranties not
      otherwise qualified by materiality) and on and as of the Closing Date with
      the
      same effect as though such representations and warranties had been made as
      of
      the Closing.




(b)  Performance .
      The
      Purchasers shall have performed and complied in all material respects with
      all
      of their agreements, obligations and conditions contained in this Agreement
      that
      are required to be performed or complied with by them on or before the Closing
      and shall have obtained all approvals, consents and qualifications necessary
      to
      complete the purchase and sale described herein.




(c)  Registration
      Rights Agreement; Questionnaires .
      Each
      Purchaser shall have executed and delivered to the Company the Registration
      Rights Agreement, and the Suitability Questionnaire and the Stock Certificate
      Questionnaire.




(d)  Securities
      Exemptions .
      The
      offer and sale of the Purchased Shares to the Purchasers pursuant to this
      Agreement shall be exempt from the registration requirements of the Securities
      Act and the registration and/or qualification requirements of all applicable
      state securities laws.




23




(e)  Payment
      of Purchase Price .
      The
      Purchasers shall have delivered to the Company by wire transfer of immediately
      available funds full payment of the purchase price for the Purchased Shares
      as
      specified in Section 1(b).




(f)  No
      Statute or Rule Challenging Transaction .
      No
      statute, rule, regulation, executive order, decree, ruling, injunction, action,
      proceeding or interpretation shall have been enacted, entered, promulgated,
      endorsed or adopted by any court or governmental authority of competent
      jurisdiction having authority over the matters contemplated hereby which
      questions the validity of, or challenges or prohibits the consummation of,
      any
      of the transactions contemplated by this Agreement.




**9.**  **MISCELLANEOUS** **.**




(a)  Successors
      and Assigns .
      The
      terms and conditions of this Agreement will inure to the benefit of and be
      binding upon the respective successors and permitted assigns of the parties.
      The
      Company shall not assign this Agreement or any rights or obligations hereunder
      except by operation of law without the prior written consent of the Purchasers
      holding at least 75% of the total aggregate number of Purchased Shares then
      outstanding (including, for such purposes, any Conversion Shares into which
      any
      of the Purchased Shares have been converted but excluding any Conversion Shares
      then already sold to the public pursuant to Rule 144 or otherwise). Any
      Purchaser may assign its rights under this Agreement to any Person to whom
      such
      Purchaser assigns or transfers any Purchased Shares, provided that such
      transferee agrees in writing to be bound by the terms and provisions of this
      Agreement, and such transfer is in compliance with the terms and provisions
      of
      this Agreement and permitted by federal and state securities laws.




(b)  Governing
      Law; Enforcement of Judgment and Related Matters .
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York without regard to conflicts of laws principles
      thereof. Each party hereby irrevocably submits to the exclusive jurisdiction
      of
      the state and Federal courts sitting in the City of New York, Borough of
      Manhattan, for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein, and
      hereby irrevocably waives, and agrees not to assert any suit, action or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such court, that such suit, action or proceeding is improper. Each party
      hereby irrevocably waives personal service of process and consents to process
      being served in any such suit, action or proceeding by mailing a copy thereof
      via registered or certified mail or overnight delivery (with evidence of
      delivery) to such party at the address in effect for notices to it under this
      Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.




(c)  Survival .
      Notwithstanding any investigation made by any party to this Agreement, all
      covenants, agreements, representations and warranties of the Company and the
      Purchasers contained in this Agreement and the other Transaction Documents
      shall
      survive the execution and delivery of this Agreement and the other Transaction
      Documents and the Closing. Each Purchaser shall be responsible only for its
      own
      representations, warranties, agreements and covenants hereunder.




24




(d)  Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original, but all of which together will constitute one and the same
      instrument.




(e)  Headings .
      The
      headings and captions used in this Agreement are used for convenience only
      and
      are not to be considered in construing or interpreting this Agreement. All
      references in this Agreement to sections, paragraphs, exhibits and schedules
      will, unless otherwise provided, refer to sections and paragraphs hereof and
      exhibits and schedules attached hereto, all of which exhibits and schedules
      are
      incorporated herein by reference.




(f)  Notices .
      Any
      notices and other communications required or permitted under this Agreement
      shall be in writing and shall be delivered (i) personally by hand or by courier,
      (ii) mailed by United States first-class mail, postage prepaid or (iii) sent
      by
      facsimile directed (A) if to any Purchaser, at such Purchaser’s address or
      facsimile number set forth on Schedule
      1 to this
      Agreement, or at such address or facsimile number as such Purchaser may
      designate by giving at least ten (10) days’ advance written notice to the
      Company or (b) if to the Company, to its address or facsimile number set forth
      below, or at such other address or facsimile number as the Company may designate
      by giving at least ten (10) days’ advance written notice to the Purchasers. All
      such notices and other communications shall be deemed given upon (i) receipt
      or
      refusal of receipt, if delivered personally, (ii) three days after being placed
      in the mail, if mailed, or (iii) confirmation of facsimile transfer, if
      faxed.




The
      address and facsimile number of the Company for the purpose of this Section
      9(g)
      are as follows:




NextWave
      Wireless, Inc.


75
      Holly
      Hill Drive, Suite 200


Greenwich,
      Connecticut 06830


Fax:
      (203) 742-2562


Attention:
      Frank Cassou, Esq.





with
      a
      copy to:


Weil,
      Gotshal & Manges LLP


767
      Fifth
      Avenue


New
      York,
      New York 10153


Fax:
      (212) 310-8007


Attention:
      Marita A. Makinen, Esq.





The
      address and facsimile number of each Purchaser is set forth on Schedule
      1 .





with
      a
      copy (for informational purposes) to:




O’Melveny
      & Myers


Times
      Square Tower


7
      Times
      Square


New
      York,
      NY 10036


Telephone:
      (212) 728-5868-


Facsimile:
      (212) 326-2061


Attention:
      David Johnson , Esq.





Schulte
      Roth & Zabel LLP


919
      Third
      Avenue


New
      York,
      New York 10022


Telephone:
      (212) 756-2000


Facsimile:
      (212) 593-5955


Attention:
      Eleazer N. Klein, Esq.




25




(g)  Amendments
      and Waivers .
      This
      Agreement may be amended and the observance of any term of this Agreement may
      be
      waived only with the written consent of the Company and the Purchasers holding
      at least a majority of the total aggregate number of Purchased Shares then
      outstanding (including, for such purposes, any Conversion Shares into which
      any
      of the Purchased Shares have been converted but excluding any Conversion Shares
      then already sold to the public pursuant to Rule 144 or otherwise). Any
      amendment effected in accordance with this Section 9(g) will be binding upon
      the
      Purchasers, the Company and their respective successors and assigns. No
      provision hereof may be waived other than by an instrument in writing signed
      by
      the party against whom enforcement is sought. No such amendment shall be
      effective to the extent that it applies to less than all of the holders of
      the
      applicable securities then outstanding. No consideration shall be offered or
      paid to any Person to amend or consent to a waiver or modification of any
      provision of any of the Transaction Documents unless the same consideration
      also
      is offered to all of the parties to the Transaction Documents or holders of
      Preferred Shares or Conversion Shares, as the case may be.




(h)  Severability .
      If any
      provision of this Agreement is held to be unenforceable under applicable law,
      such provision will be excluded from this Agreement and the balance of the
      Agreement will be interpreted as if such provision were so excluded and will
      be
      enforceable in accordance with its terms.




(i)  Entire
      Agreement .
      This
      Agreement and the other Transaction Documents, together with all exhibits and
      schedules hereto and thereto constitute the entire agreement and understanding
      of the parties with respect to the subject matter hereof and supersede any
      and
      all prior negotiations, correspondence, agreements, understandings, duties
      or
      obligations between the parties with respect to the subject matter hereof.
      The
      Company has not, directly or indirectly, made any agreements which does not
      include each Purchaser relating to the terms or conditions of the transactions
      contemplated by the Transaction Documents except as set forth in the Transaction
      Documents.




(j)  Further
      Assurances .
      From
      and after the date of this Agreement, upon the request of the Company or the
      Purchasers, the Company and the Purchasers will execute and deliver such
      instruments, documents or other writings, and take such other actions, as may
      be
      reasonably necessary or desirable to confirm and carry out and to effectuate
      fully the intent and purposes of this Agreement.




26




(k)  Meaning
      of “Include” and “Including” .
      Whenever in this Agreement the word “include” or “including” is used, it shall
      be deemed to mean “include, without limitation” or “including, without
      limitation,” as the case may be, and the language following “include” or
“including” shall not be deemed to set forth an exhaustive list.




(l)  Fees,
      Costs and Expenses .
      The
      Company will reimburse the Purchasers for their reasonable out of pocket costs
      and expenses of obtaining independent legal advice relating to the negotiation
      of the Transaction Documents; provided that the maximum payment under this
      Section 9(l) shall be $300,000 in the aggregate. Except as set forth above,
      all
      fees, costs and expenses (including attorneys’ fees and expenses) incurred by
      any party hereto in connection with the preparation, negotiation and execution
      of this Agreement and the exhibits and schedules hereto and the consummation
      of
      the transactions contemplated hereby and thereby (including the costs associated
      with any filings with, or compliance with any of the requirements of any
      governmental authorities), shall be the sole and exclusive responsibility of
      such party.




(m)  Exchange
      Act Reporting and Publicity .
      The
      Company will describe the terms of the transactions contemplated by this
      Agreement and attach this Agreement on its Annual Report on Form 10-K or, if
      required, a Current Report on Form 8-K (the “ **Exchange
      Act Submission** ”
      including all attachments). Neither the Company nor any Purchaser shall issue
      any press releases or any other public statements with respect to the
      transactions contemplated by this Agreement; *provided,
      however* ,
      that
      the Company shall be entitled, without the prior approval of any Purchaser,
      to
      issue any press release or make any other public disclosure (including a press
      release (concerning the offering of the Purchased Shares) pursuant to Rule
      135c
      under the Securities Act) with respect to such transactions (i) in substantial
      conformity with the Exchange Act Submission and (ii) as is required by
      applicable law, regulations, and Nasdaq rules.




(n)  Waivers .
      No
      waiver by either party of any default with respect to any provision, condition
      or requirement of this Agreement shall be deemed to be a continuing waiver
      in
      the future or a waiver of any other provisions, condition or requirement hereof,
      nor shall any delay or omission of any party to exercise any right hereunder
      in
      any manner impair the exercise of any such right accruing to it
      thereafter.




(o)  Replacement
      of Shares .
      If any
      certificate or instrument evidencing any Purchased Shares is mutilated, lost,
      stolen or destroyed, the Company shall issue or cause to be issued in exchange
      and substitution for and upon cancellation thereof, or in lieu of and
      substitution therefore, a new certificate or instrument, but only upon receipt
      of evidence reasonably satisfactory to the Company of such loss, theft or
      destruction and customary and reasonable indemnity, if requested. The applicants
      for a new certificate or instrument under such circumstances shall also pay
      any
      reasonable third-party costs associated with the issuance of such replacement
      Purchased Shares.




(p)  Indemnification .




(i)  Subject
      to Section 9(p)(iv) and (v), the Company shall indemnify and hold harmless
      each
      Purchaser and each permitted transferee of any Purchased Shares or Conversion
      Shares (other than Purchased Shares or Conversion Shares sold to the public
      pursuant to Rule 144A, pursuant to an effective registration statement or
      otherwise) and each of the respective stockholders, partners, members, officers,
      directors, employees and any of the foregoing Persons' agents or other
      representatives (including, without limitation, those retained in connection
      with the transactions contemplated by this Agreement) of such Purchaser or
      transferee and each Person, if any, who controls such Purchaser or transferee
      within the meaning of the Securities Act from and against any cost, damage,
      disbursement, fee, expense, liability, loss, deficiency, penalty, judgment,
      fine
      or settlement of any kind or nature, including reasonable legal, accounting
      and
      other professional fees and expenses, that are actually imposed on or otherwise
      actually incurred, suffered or sustained by such Person (individually, a
“ **Loss** ”
and,
      collectively, “ **Losses** ”)
      as a
      result of, or arising out of, or relating to (a) any misrepresentation or breach
      of any representation or warranty made by the Company in the Transaction
      Documents or any other certificate, instrument or document contemplated hereby
      or thereby, (b) any breach of any covenant, agreement or obligation of the
      Company contained in the Transaction Documents or any other certificate,
      instrument or document contemplated hereby or thereby or (c) any cause of
      action, suit or claim brought or made against such Indemnitee by a third party
      (including for these purposes a derivative action brought on behalf of the
      Company) and arising out of or resulting from (i) the execution, delivery,
      performance or enforcement of the Transaction Documents or any other
      certificate, instrument or document contemplated hereby or thereby, (ii) any
      transaction financed or to be financed in whole or in part, directly or
      indirectly, with the proceeds of the issuance of the Purchased Shares or the
      Conversion Shares, or (iii) the status of such Purchaser or holder of the
      Purchased Shares or the Conversion Shares as an investor in the
      Company.




27




(ii)  Promptly
      after receipt by an indemnified party under subsection (i) above of written
      notice of the commencement of any action, such indemnified party shall, if
      a
      claim in respect thereof is to be made against the Company pursuant to the
      indemnification provisions of this Section 9(p), notify the Company in writing
      of the commencement of such action; but the omission so to notify the Company
      shall not relieve it from any liability which it may have to any indemnified
      party otherwise than under the indemnification provisions of this Section 9(p)
      to the extent the Company is not materially prejudiced by such omission. In
      case
      any such action shall be brought against any indemnified party and it shall
      notify the Company of the commencement thereof, the Company shall be entitled
      to
      participate therein and, to the extent that it shall wish, to assume the defense
      thereof, with counsel reasonably satisfactory to such indemnified party (who
      shall not, except with the consent of the indemnified party, be counsel to
      the
      Company), and, after notice from the Company to such indemnified party of its
      election so to assume the defense thereof, the Company shall not be liable
      to
      such indemnified party for any legal expenses of other counsel or any other
      expenses, in each case subsequently incurred by such indemnified party, in
      connection with the defense thereof other than reasonable costs of investigation
      provided, however, that such indemnified party shall have the right to retain
      its own counsel with the fees and expenses of not more than one counsel for
      such
      indemnified party to be paid by the Company, if, in the reasonable opinion
      of
      such indemnified party the representation by such counsel of such indemnified
      party and the Company would be inappropriate due to actual or potential
      differing interests between such indemnified party and any other party
      represented by such counsel in such proceeding, and provided , further ,
      that
      the indemnifying party shall not be required to pay for more than one such
      counsel for all indemnified parties in connection with any indemnification
      claim. The Company shall not, without the written consent of the indemnified
      party, effect the settlement or compromise of, or consent to the entry of any
      judgment with respect to, any pending or threatened action or claim in respect
      of which indemnification or contribution may be sought hereunder (whether or
      not
      the indemnified party is an actual or potential party to such action or claim)
      unless such settlement, compromise or judgment (1) includes an unconditional
      release of the indemnified party from all liability arising out of such action
      or claim and (2) does not include a statement as to or an admission of fault,
      culpability or a failure to act by or on behalf of any indemnified party. The
      indemnification required by this Section 9(p) shall be made by periodic payments
      of the amount thereof during the course of the investigation or defense, as
      and
      when bills are received or Losses are incurred.




28




(iii)  Notwithstanding
      anything to the contrary elsewhere in this Agreement, the Company shall not,
      in
      any event, be liable to any Person for any consequential, special or punitive
      damages of such Person pursuant to this Section 9(p).




(iv)  This
      obligations of the Company under this Section 9(p) shall be in addition to
      any
      liability or obligation the Company shall otherwise have hereunder or under
      applicable law.




[ *Remainder
      of page intentionally left blank.* ]




*
      *
      *




29


IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      and year first above written.




NEXTWAVE
              WIRELESS
              INC.By:
            /s/Name:Title:




[PURCHASER
      SIGNATURE PAGES TO FOLLOW]





30





SIGNATURE
      PAGE TO




SECURITIES
      PURCHASE AGREEMENT




DATED
      AS
      OF MARCH 28, 2007




BY
      AND
      AMONG




NEXTWAVE
      WIRELESS INC.




AND
      EACH
      PURCHASER NAMED THEREIN




The
      undersigned hereby executes and delivers to NextWave Wireless Inc. the
      Securities Purchase Agreement (the “ ***Agreement*** ”)
      to
      which this signature page is attached effective as of the date of the Agreement,
      which Agreement and signature sage, together with all counterparts of such
      Agreement and signature pages of the other Purchasers named in such Agreement,
      shall constitute one and the same document in accordance with the terms of
      such
      Agreement.




Number
                  of Purchased Shares:




Purchase
                  Price:  $




Purchaser:
  Signature:
  Name:
  Title:
  Address:
  Telephone:
  Facsimile:




E-mail:




Tax
                ID Number:




31


Schedule
      1




Information
      about the Purchasers




**Name,
                Address, Facsimile Number**
            **Number
                of Purchased Shares**
            
            **Purchase
                Price**Avenue
                International, Ltd.
            48,739
            
            48,739,000Avenue
                Investments, L.P.
            20,828
            
            20,828,000Avenue
                Special Situations Fund IV, L.P.
            13,726
            
            13,726,000Avenue
                CDP Global Opportunities Fund, L.P.
            15,241
            
            15,241,000GPC
                73, LLC
            1,466
            
            1,466,000D.E.
                Shaw Laminar Portfolios, L.L.C.
            15,000
            
            15,000,000D.E.
                Shaw Valence Portfolios, L.L.C.
            15,000
            
            15,000,000Highbridge
                International LLC
            15,500
            
            15,500,000Investcorp
                Interlachen Multi-Strategy Master Fund Limited
            7,500
            
            7,500,000Kings
                Road Investments Ltd.
            25,000
            
            25,000,000Navation,
                Inc.
            50,000
            
            50,000,000Manchester
                Financial, L.P.
            50,000
            
            50,000,000Saints
                Anthony & Francis, LLC
            2,000
            
            2,000,000Stanfield
                Offshore Leveraged Assets, Ltd.
            25,000
            
            25,000,000York
                Capital Management, L.P.
            3,600
            
            3,600,000




32




York
                Investment Limited
            11,800
            
            11,800,000York
                Credit Opportunities Fund, L.P.
            11,000
            
            11,000,000York
                Select, L.P.
            4,000
            
            4,000,000York
                Select Unit Trust
            4,600
            
            4,600,000York
                Global Value Partners, L.P.
            5,000
            
            5,00,000York
                Enhanced Strategies Fund, LLC
            10,000
            
            10,000,000




33


**APPENDIX
      I**




**STOCK
      CERTIFICATE QUESTIONNAIRE**




Pursuant
      to Section 4(m) of the Agreement, please provide us with the following
      information:




**1.**  The
      exact
      name that your Purchased Shares are to be registered in (this is the name that
      will appear on your stock certificate(s)). You may use a nominee name if
      appropriate:




_________________________________________________________________




**2.**  The
      relationship between the Purchaser of the Purchased Shares and the Registered
      Holder listed in response to Item 1 above:




_________________________________________________________________










**3.**  The
      mailing address of the Registered Holder listed in response to Item 1
      above:




_________________________________________________________________




_________________________________________________________________




_________________________________________________________________




_________________________________________________________________




**4.**  The
      Social Security Number or Tax Identification Number of the Registered Holder
      listed in response to Item 1 above:




_________________________________________________________________







**Appendix
      II**




**SUITABILITY
      QUESTIONNAIRE**




All
      capitalized terms not defined in this Appendix II shall have the meanings
      assigned to them in the Securities Purchase Agreement, dated as of March 28,
      2007 (the “ ***Agreement*** ”),
      by
      and among NextWave Wireless Inc., a Delaware corporation (the “ ***Company*** ”)
      and
      each of the purchasers listed on Schedule
      1 to the
      Agreement.




**5.**  **STATUS
      AS AN ACCREDITED INVESTOR**




*Please
      confirm that you are, or your organization is, an “accredited investor” as
      defined under the Securities Act of 1933, as amended (the “* ***Act*** *”),
      by checking all applicable boxes to indicate the exemption qualifying you as
      an
      accredited investor, as provided in Rule 501(a) under the Securities Act of
      1933, as amended.*





 ̈  a
      corporation, organization described in Section 501(c)(3) of the Internal Revenue
      Code, a Massachusetts or similar business trust or a partnership, in each case,
      not formed for the purpose of this investment, with total assets in excess
      of
      $5,000,000;




 ̈  a
      private
      business development company as defined in Section 202(a)(22) of the Investment
      Advisers Act of 1940;




 ̈  a
      Small
      Business Investment Company licensed by the U.S. Small Business Administration
      under Section 301(c) or (d) of the Small Business Investment Act of
      1958;




 ̈  an
      investment company registered under the Investment Company Act of 1940 or a
      business development company as defined in Section 2(a)(48) of that
      Act;




 ̈  a
      bank as
      defined in Section 3(a)(2) or a savings and loan association or other
      institution defined in Section 3(a)(5)(A) of the Act acting in either an
      individual or fiduciary capacity;




 ̈  an
      insurance company as defined in Section 2(13) of the Act;




 ̈  an
      employee benefit plan within the meaning of Title I of the Employee Retirement
      Income Security Act of 1974 whose investment decision is made by a fiduciary
      which is either a bank, savings and loan association, insurance company, or
      registered investment advisor, or whose total assets exceed $5,000,000, or,
      if a
      self-directed plan, a plan whose investment decisions are made solely by persons
      who are accredited investors;




 ̈  a
      director, executive officer or general partner of the issuer of the securities
      being offered or sold;




 ̈  a
      natural
      person whose individual net worth, or joint net worth with your spouse, at
      the
      time of purchase exceeds $1,000,000;









 ̈  a
      natural
      person who had an individual income in excess of $200,000 in each of the two
      most recent years or joint income with your spouse in excess of $300,000 in
      each
      of those years and has a reasonable expectation of reaching the same income
      level in the current year;




 ̈  a
      trust
      with total assets in excess of $5,000,000, not formed for the specific purpose
      of acquiring the securities offered, purchase is directed by a sophisticated
      person as described in Rule 506(b)(2)(ii) of the Act;




 ̈  an
      entity
      in which all the equity owners are accredited investors; or




 ̈  other
      -
      Please describe:




_________________________________________________




**6.**  **RESIDENCE
      INFORMATION**




Please
      indicate the jurisdiction in which the your reside or your organization is
      chartered and the jurisdiction in which it maintains its principal offices:
      ____________________________________________________________________________________________________________________________________________________________




**7.**  **INVESTMENT
      REPRESENTATION**




Are
      you
      purchasing the securities offered for your own account and for investment
      purposes only?




Yes  ̈   No  ̈




If
      no,
      please state for whom you are investing and/or the reason for
      investing.




____________________________________________________________




____________________________________________________________




____________________________________________________________




**8.**  **SIGNATURE**









The
      above
      information is true and correct in all material respects and the undersigned
      recognizes that the Company and its counsel are relying on the truth and
      accuracy of such information in reliance on the exemption contained in
      Subsection 4(2) of the Securities Act of 1933, as amended, and Regulation D
      promulgated thereunder. The undersigned agrees to notify the Company promptly
      of
      any changes in the foregoing information which may occur prior to the
      investment.




Executed
      at _________________________,_____________________on ___________ ,
      2007.




Name
      of
      Entity:___________________________________________________________




By:
      __________________________________




(Signature)




_____________________________________




(Name
      and
      title of signatory)




***IF
      THE INVESTMENT WILL BE MADE BY MORE THAN ONE ENTITY, WHETHER
      OR***


***NOT
      AFFILIATED, PLEASE COMPLETE A COPY OF THIS QUESTIONNAIRE
      FOR***


***EACH*** ***ENTITY.***








EXHIBIT
      A




Certificate
      of Designation









EXHIBIT
      B




Registration
      Rights Agreement







EXHIBIT
      C





Wire
      Instructions




JPMorgan
      Chase Bank




New
      York,
      NY 10005





Accnt
      No.
      304-234427


ABA
      No.
      021000021


Account
      Name: NextWave Wireless LLC







EXHIBIT
      D





Disclosure
      Letter









EXHIBIT
      E





Legal
      Opinion




1.
      The
      Company is a corporation validly existing and in good standing under the laws
      of
      Delaware. The Company has all requisite corporate power and authority to own,
      lease and operate its assets and conduct its business as now
      conducted.





2
      The
      authorized capital stock of the Company consists of [................]. [............] shares of
      Common Stock have been duly and validly reserved for issuance as Conversion
      Shares. The outstanding shares of the Common Stock have been duly authorized,
      are validly issued, fully paid and nonassessable.





3.
      The
      Certificate of Designation has been duly filed in Delaware.





4.
      The
      Purchased Shares and Conversion Shares have been duly authorized, and when
      issued in accordance with the terms of the SPA and, in the case of the
      Conversion Shares, the Certificate of Designations, will be validly issued,
      fully paid, nonassessable and free of preemptive rights pursuant to law or
      the
      Company’s Articles of Incorporation or by-laws;





5.
      The
      Company has the power and authority to execute and deliver, and perform its
      obligations under, each Transaction Document. The execution, delivery and
      performance of each Transaction Document have been duly authorized by all
      corporate action on the part of the Company.





6.
      Each
      Transaction Document has been duly and validly executed and delivered by the
      Company and constitutes the legal, valid and binding obligation of the Company,
      subject to customary exceptions.





7
      The
      execution, delivery and performance of the Transaction Documents will not
      violate or conflict with the charter documents of the Company; applicable New
      York or Delaware law; any material agreements listed on Schedule __ hereto;
      or
      any order, judgment etc binding on the Company.





8.
      No
      Consents, approvals or filings are required under New York or applicable
      Delaware law in connection with the execution, delivery and performance of
      any
      Transaction Document.





9.
      Immediately after giving effect to the issuance of the Preferred Shares, the
      Company is not an Investment Company.





10.
      It is
      not necessary in connection with the offer, sale and delivery of the Preferred
      Shares to register the Preferred Shares under the Securities Act of
      1933.









11.
      To
      our knowledge, there is no litigation, proceeding or governmental investigation
      pending or overtly threatened against the Company or its Subsidiaries that
      relates to the transactions contemplated by the Purchase Agreement.