**EXHIBIT
        10.20**





**REGISTRATION
      RIGHTS AGREEMENT** ,
      dated
      as of March 28, 2007 (the “ **Agreement** ”)
      among **NEXTWAVE
      WIRELESS INC.** ,
      a
      Delaware corporation (including any successor thereto, whether by merger,
      consolidation, conversion or otherwise, the “ **Company** ”)
      and
      the Purchasers party hereto.




The
      Purchasers have the right to acquire shares of common stock, par value $0.001
      per share, of the Company (“ **Common
      Stock** ”)
      upon
      conversion of shares of Preferred Stock (as hereinafter defined) of the Company,
      purchased pursuant to the Purchase Agreement (as hereinafter defined). The
      Company and the Purchasers deem it to be in their respective best interests
      to
      set forth their rights in connection with public offerings and sales of shares
      of Common Stock and are entering into this Registration Rights Agreement as
      a
      condition to and in connection with the Purchasers entering into the Purchase
      Agreement.




**NOW,
      THEREFORE** ,
      in
      consideration of the premises and mutual covenants and obligations hereinafter
      set forth, the Company and the Investors hereby agree as follows:




**Section
      1.**  **Certain
      Definitions** .
      For
      purposes of this Registration Rights Agreement, the following terms shall have
      the following respective meanings:




*“* **Commission** *”* shall
      mean the United States Securities and Exchange Commission, or any other federal
      agency at the time administering the Exchange Act or the Securities Act,
      whichever is the relevant statute for the particular purpose.




*“* **Effective
      Time** *,”* means
      the time and date as of which the Commission declares the Shelf Registration
      Statement effective or as of which the Shelf Registration Statement otherwise
      becomes effective.




“ **Electing
      Holder** ”
shall
      mean each Purchaser and any holder of Registrable Securities that has returned
      a
      completed and signed Notice and Questionnaire to the Company in accordance
      with
      Section 3(a)(ii) or 3(a)(iii) hereof and the instructions set forth on the
      Notice and Questionnaire.




*“* **Exchange
      Act** *”* shall
      mean the Securities Exchange Act of 1934, or any successor thereto, as the
      same
      shall be amended from time to time.




The
      term *“* **holder** *”* shall
      mean each of the Purchasers and other persons who acquire Registrable Securities
      from time to time (including any successors or assigns), in each case for so
      long as such person owns any Registrable Securities.




“ **Investment
      Amount** ”
means,
      with respect to each Purchaser, the investment amount indicated opposite such
      Purchaser’s name on Schedule
      1 of the
      Purchase Agreement.




“ **Notice
      and Questionnaire** ”
means
      a
      Notice of Registration Statement and Selling Securityholder Questionnaire
      substantially in the form of Exhibit
      A hereto.




The
      term *“* **person** *”* shall
      mean a corporation, association, partnership, organization, limited liability
      company, limited partnership, limited liability partnership, or other similar
      entity, individual, government or political subdivision thereof or governmental
      agency.









*“* **Purchase
      Agreement** *”* means
      that certain Securities Purchase Agreement, dated as of the date hereof, among
      the Company and the Purchasers, as may be amended, modified or supplemented
      from
      time to time.




*“* **Purchasers** *”* shall
      mean the Purchasers named in Schedule 1 to the Purchase Agreement, other than
      Navation, Inc. and Manchester Financial Group, L.P.




*“* **Preferred
      Stock** *”* shall
      mean the Company’s Series A Convertible Preferred Stock, par value $0.001 per
      share.




*“* **Registrable
      Securities** *”* shall
      mean the Securities; *provided,
      however,* that a
      Security shall cease to be a Registrable Security upon the earliest to occur
      of
      the following: (i) a Shelf Registration Statement registering such Security
      under the Securities Act has been declared or becomes effective and such
      Security has been sold or otherwise transferred by the holder thereof pursuant
      to and in a manner contemplated by such effective Shelf Registration Statement;
      (ii) such Security is sold pursuant to Rule 144 under circumstances in which
      any
      legend borne by such Security relating to restrictions on transferability
      thereof, under the Securities Act or otherwise, is removed by the Company;
      (iii)
      such Security is eligible to be sold pursuant to paragraph (k) of Rule 144;
      or
      (iv) such Security shall cease to be outstanding.




*“* **Registration
      Expenses** *”* shall
      have the meaning assigned thereto in Section 4 hereof.




“ **Rule
      144** ,”
      “ **Rule
      405** ”
and
      “ **Rule
      415** ”
shall
      mean, in each case, such rule promulgated under the Securities Act (or any
      successor provision), as the same shall be amended from time to time.




“ **Securities** ”
means
      (i) the shares of Preferred Stock issued to the Purchasers pursuant to the
      Purchase Agreement and (ii) the shares of Common Stock of the Company issued
      or
      issuable upon conversion of the shares of Preferred Stock issued to the
      Purchasers pursuant to the Purchase Agreement, and any other capital stock
      of
      the Company into which such shares of Preferred Stock or Common Stock may be
      converted or which is issued or issuable upon conversion of such shares of
      Preferred Stock, in each case as a result of any stock split, stock dividend,
      recapitalization, exchange or similar event.




“ **Securities
      Act** ”
shall
      mean the Securities Act of 1933, or any successor thereto, as the same shall
      be
      amended from time to time.




“ **Shelf
      Registration** ”
shall
      have the meaning assigned thereto in Section 2(a) hereof.




“ **Shelf
      Registration Statement** ”
shall
      have the meaning assigned thereto in Section 2(a) hereof.




Unless
      the context otherwise requires, any reference herein to a “Section” or “clause”
refers to a Section or clause, as the case may be, of this Registration Rights
      Agreement, and the words “herein,” “hereof” and “hereunder” and other words of
      similar import refer to this Registration Rights Agreement as a whole and not
      to
      any particular Section or other subdivision. Capitalized terms used herein
      but
      not defined herein shall have the meaning assigned to such terms in the Purchase
      Agreement.




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**Section
      2.**  **Registration
      Under the Securities Act** .




(a)  The
      Company shall file under the Securities Act, as soon as practicable upon
      becoming eligible to use a Form S-3 Registration Statement, but in no event
      later than July 31, 2007, a “shelf” registration statement providing for the
      registration of, and the sale on a continuous or delayed basis by the holders
      of, all of the Registrable Securities, pursuant to Rule 415 or any similar
      rule
      that may be adopted by the Commission (such filing, the “ **Shelf
      Registration** ”
and
      such registration statement, the “ **Shelf
      Registration Statement** ”).
      The
      Company agrees to use its reasonable best efforts (x) to cause the Shelf
      Registration Statement to become or be declared effective no later than 60
      days
      after the applicable Shelf Registration Statement filing deadline described
      above and, subject to Section 3(d), to keep such Shelf Registration Statement
      continuously effective for a period ending on the earlier of the second
      anniversary of the Effective Time or such time as there are no longer any
      Registrable Securities outstanding, *provided* , *however* ,
      that no
      holder shall be entitled to be named as a selling securityholder in the Shelf
      Registration Statement or to use the prospectus forming a part thereof for
      resales of Registrable Securities unless such holder is an Electing Holder,
      and
      (y) after the Effective Time of the Shelf Registration Statement, promptly
      upon
      the request of any holder of Registrable Securities that is not then an Electing
      Holder, to take any action reasonably necessary to enable such holder to use
      the
      prospectus forming a part thereof for resales of Registrable Securities,
      including, without limitation, any action necessary to identify such holder
      as a
      selling securityholder in the Shelf Registration Statement, *provided,
      however,* that
      nothing in this Clause (y) shall relieve any such holder of the obligation
      to
      return a completed and signed Notice and Questionnaire to the Company in
      accordance with Section 3(a)(iii) hereof; *provided
      further* that
      each holder shall promptly furnish additional information required to be
      disclosed in order to make information previously furnished to the Company
      by
      such holder not misleading. The Company further agrees to supplement or make
      amendments to the Shelf Registration Statement, including without limitation,
      any post effective amendments, as and when required by the rules, regulations
      or
      instructions applicable to the registration form used by the Company for such
      Shelf Registration Statement or by the Securities Act or rules and regulations
      thereunder for shelf registration. To the extent the Company is required to
      file
      a prospectus under Rule 424(b) of the Securities Act, it shall file such
      prospectus on the third business day following the Effective Time. In the event
      that the Company and one or more of the Purchasers agree that it would be
      advisable to delay the registration of a portion of the Securities, the Company
      shall file a subsequent Shelf Registration Statement covering such portion
      of
      the Securities at a time which shall be mutually agreed by the Company and
      such
      Purchasers. Such Shelf Registration Statement shall be subject to all of the
      terms and provisions of this Registration Rights Agreement, except for the
      initial filing deadline described above.




(b)  The
      Company shall use all reasonable best efforts to take all actions necessary
      or
      advisable to be taken by it to ensure that the transactions contemplated herein
      are effected as so contemplated in Section 2(a) hereof, and to submit to the
      Commission, within two business days after the Company learns that no review
      of
      the Shelf Registration Statement will be made by the staff of the Commission
      or
      that the staff has no further comments on the Shelf Registration Statement,
      as
      the case may be, a request for acceleration of effectiveness (or post effective
      amendment, if applicable) of the Shelf Registration Statement to a time and
      date
      not later than 48 hours after the submission of such request.




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(c)  Any
      reference herein to a registration statement or prospectus as of any time shall
      be deemed to include any document incorporated, or deemed to be incorporated,
      therein by reference as of such time and any reference herein to any
      post-effective amendment to a registration statement as of any time shall be
      deemed to include any document incorporated, or deemed to be incorporated,
      therein by reference as of such time. Any reference to a prospectus as of any
      time shall include any supplement thereto, preliminary prospectus, or any free
      writing prospectus in respect thereof.




**Section
      3.**  **Registration
      Procedures** .




The
      following provisions shall apply to the filing of the Shelf Registration
      Statement:




(a)  The
      Company shall:




(i)  prepare
      and file with the Commission, as soon as practicable but in any case within
      the
      time periods specified in Section 2(a), a Shelf Registration Statement on any
      form which may then be utilized by the Company and which shall register all
      of
      the Registrable Securities for resale by the holders thereof in accordance
      with
      such method or methods of disposition as may be specified by such of the holders
      as, from time to time, may be Electing Holders and use all reasonable best
      efforts to cause such Shelf Registration Statement to become effective as soon
      as practicable but in any case within the time periods specified in Section
      2(a);




(ii)  not
      less
      than 30 calendar days prior to the Effective Time of the Shelf Registration
      Statement, or, if the Shelf Registration Statement is not reviewed by the staff
      of the Commission, as promptly as practicable after the Company learns that
      no
      such review is pending, mail the Notice and Questionnaire to the holders of
      Registrable Securities; no holder shall be entitled to be named as a selling
      securityholder in the Shelf Registration Statement as of the Effective Time,
      and
      no holder shall be entitled to use the prospectus forming a part thereof for
      resales of Registrable Securities at any time, unless such holder has returned
      a
      completed and signed Notice and Questionnaire to the Company by the deadline
      for
      response set forth therein; *provided,
      however* ,
      holders
      of Registrable Securities shall have at least 20 calendar days from the date
      on
      which the Notice and Questionnaire is first mailed to such holders to return
      a
      completed and signed Notice and Questionnaire to the Company;




(iii)  after
      the
      Effective Time of the Shelf Registration Statement, upon the request of any
      holder of Registrable Securities that is not then an Electing Holder, promptly
      send a Notice and Questionnaire to such holder; *provided* that the
      Company shall not be required to take any action to name such holder as a
      selling securityholder in the Shelf Registration Statement or to enable such
      holder to use the prospectus forming a part thereof for resales of Registrable
      Securities until such holder has returned a completed and signed Notice and
      Questionnaire to the Company;




(iv)  as
      soon
      as practicable prepare and file with the Commission such amendments and
      supplements to such Shelf Registration Statement (including without limitation,
      any required post effective amendments) and the prospectus included therein
      as
      may be necessary to effect and maintain the effectiveness of such Shelf
      Registration Statement for the period specified in Section 2(a) hereof and
      as
      may be required by the applicable rules and regulations of the Commission and
      the instructions applicable to the form of such Shelf Registration Statement,
      including without limitation, to include any Electing Holder to be named as
      a
      selling security holder therein;




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(v)  comply
      with the provisions of the Securities Act with respect to the disposition of
      all
      of the Registrable Securities covered by such Shelf Registration Statement
      in
      accordance with the intended methods of disposition by the Electing Holders
      provided for in such Shelf Registration Statement;




(vi)  provide
      (A) one representative of the Electing Holders and (B) not more than one counsel
      for all the Electing Holders the opportunity to participate in the preparation
      of such Shelf Registration Statement, each prospectus included therein or filed
      with the Commission and each amendment or supplement thereto, in each case
      subject to customary confidentiality restrictions;




(vii)  for
      a
      reasonable period prior to the filing of such Shelf Registration Statement,
      and
      throughout the period specified in Section 2(a), make available at reasonable
      times at the Company’s principal place of business or such other reasonable
      place for inspection by the persons referred to in Section 3(a)(vi) who shall
      certify to the Company that they have a current intention to sell the
      Registrable Securities pursuant to the Shelf Registration such financial and
      other information and books and records of the Company, and cause the officers,
      employees, counsel and independent certified public accountants of the Company
      to be available to respond to such inquiries, as shall be reasonably necessary,
      in the judgment of the respective counsel referred to in such Section, to
      conduct a reasonable investigation within the meaning of Section 11 of the
      Securities Act, and in connection therewith, the Company shall use its
      reasonable best efforts to cooperate with such persons in obtaining from the
      Company’s independent auditors, and counsel to the Company, such comfort letters
      and opinions and statements as shall be appropriate to be delivered to and
      for
      the benefit of any such person in the relevant circumstances, and the Company
      shall pay any fees and expenses of its independent certified public accountants
      and counsel in connection therewith; *provided,
      however,* that
      each such party shall be required to maintain in confidence and not to disclose
      to any other person any information or records reasonably designated by the
      Company as being confidential, until such time as (A) such information becomes
      a
      matter of public record (whether by virtue of its inclusion in such registration
      statement or otherwise), or (B) such person shall be required so to disclose
      such information pursuant to a subpoena or order of any court or other
      governmental agency or body having jurisdiction over the matter (provided such
      person agrees that it will give notice to the Company and allow the Company,
      at
      its expense, to promptly undertake appropriate action and to prevent disclosure
      of such information deemed confidential), or (C) such information is required
      to
      be set forth in such Shelf Registration Statement or the prospectus included
      therein or in an amendment to such Shelf Registration Statement or an amendment
      or supplement to such prospectus in order that such Shelf Registration
      Statement, prospectus, amendment or supplement, as the case may be, complies
      with applicable requirements of the federal securities laws and the rules and
      regulations of the Commission and does not contain an untrue statement of a
      material fact or omit to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading in light
      of
      the circumstances then existing;




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(viii)  promptly
      notify each of the Electing Holders, and if requested by any such Electing
      Holder, confirm such advice in writing, (A) when such Shelf Registration
      Statement or the prospectus included therein or any prospectus amendment or
      supplement or post-effective amendment has been filed, and, with respect to
      such
      Shelf Registration Statement or any post-effective amendment, when the same
      has
      become effective, (B) of any comments by the Commission and by the blue sky
      or
      securities commissioner or regulator of any state with respect thereto or any
      request by the Commission for amendments or supplements to such Shelf
      Registration Statement or prospectus or for additional information, (C) of
      the
      issuance by the Commission of any stop order suspending the effectiveness of
      such Shelf Registration Statement or the initiation or threatening of any
      proceedings for that purpose, (D) if at any time the representations and
      warranties of the Company contemplated by Section 5 cease to be true and correct
      in all material respects, (E) of the receipt by the Company of any notification
      with respect to the suspension of the qualification of the Registrable
      Securities for sale in any jurisdiction or the initiation or threatening of
      any
      proceeding for such purpose, or (F) that such Shelf Registration Statement,
      prospectus, prospectus amendment or supplement or post-effective amendment
      does
      not conform in all material respects to the applicable requirements of the
      Securities Act and the rules and regulations of the Commission thereunder or
      contains an untrue statement of a material fact or omits to state any material
      fact required to be stated therein or necessary to make the statements therein
      not misleading in light of the circumstances then existing;




(ix)  use
      all
      reasonable best efforts to obtain the withdrawal of any order suspending the
      effectiveness of such registration statement or any post-effective amendment
      thereto at the earliest practicable date;




(x)  if
      requested by any Electing Holder, promptly incorporate in a prospectus
      supplement or post-effective amendment such information as is required by the
      applicable rules and regulations of the Commission and as such Electing Holder
      specifies should be included therein relating to the terms of the sale of such
      Registrable Securities, including information with respect to the amount of
      Registrable Securities being sold by such Electing Holder , the name and
      description of such Electing Holder the offering price of such Registrable
      Securities and any compensation payable in respect thereof, and make all
      required filings of such prospectus supplement or post-effective amendment
      promptly after notification of the matters to be incorporated in such prospectus
      supplement or post-effective amendment;




(xi)  furnish
      to each Electing Holder and the respective counsel referred to in Section
      3(a)(vi) a conformed copy of such Shelf Registration Statement, each such
      amendment and supplement thereto (in each case including all exhibits thereto
      (in the case of an Electing Holder of Registrable Securities, upon request)
      and
      documents incorporated by reference therein) and such number of copies of such
      Shelf Registration Statement (excluding exhibits thereto and documents
      incorporated by reference therein unless specifically so requested by such
      Electing Holder) and of the prospectus included in such Shelf Registration
      Statement, in conformity in all material respects with the applicable
      requirements of the Securities Act and the rules and regulations of the
      Commission thereunder, and such other documents, as such Electing Holder may
      reasonably request in order to facilitate the offering and disposition of the
      Registrable Securities owned by such Electing Holder and to permit such Electing
      Holder to satisfy the prospectus delivery requirements of the Securities Act;
      and subject to Section 3(b) below, the Company hereby consents to the use of
      such prospectus and any amendment or supplement thereto by each such Electing
      Holder , in each case in the form most recently provided to such person by
      the
      Company, in connection with the offering and sale of the Registrable Securities
      covered by the prospectus or any supplement or amendment thereto;




6




(xii)  use
      all
      reasonable best efforts to (A) register or qualify the Registrable Securities
      to
      be included in such Shelf Registration Statement under such securities laws
      or
      blue sky laws of such jurisdictions as any Electing Holder thereof shall
      reasonably request, (B) keep such registrations or qualifications in effect
      and
      comply with such laws so as to permit the continuance of offers, sales and
      dealings therein in such jurisdictions during the period the Shelf Registration
      is required to remain effective under Section 2(b) above and for so long as
      may
      be necessary to enable any such Electing Holder to complete its distribution
      of
      Securities pursuant to such Shelf Registration Statement and (C) take any and
      all other actions as may be reasonably necessary to enable each such Electing
      Holder to consummate the disposition in such jurisdictions of such Registrable
      Securities; *provided,
      however,* that the
      Company shall not be required for any such purpose to (1) qualify as a foreign
      corporation in any jurisdiction wherein it would not otherwise be required
      to
      qualify but for the requirements of this Section 3(a)(xii), (2) consent to
      general service of process in any such jurisdiction or become subject to
      taxation in any such jurisdiction or (3) make any changes to its certificate
      of
      incorporation or by-laws or other governing documents or any agreement between
      it and its stockholders;




(xiii)  use
      all
      reasonable best efforts to obtain the consent or approval of each governmental
      agency or authority, whether federal, state or local, which may be required
      to
      effect the Shelf Registration or the offering or sale in connection therewith
      or
      to enable the selling holder or holders to offer, or to consummate the
      disposition of, their Registrable Securities;




(xiv)  unless
      any Registrable Securities shall be in book-entry only form, cooperate with
      the
      Electing Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold, which certificates,
      if so required by any securities exchange upon which any Registrable Securities
      are listed, shall be penned, lithographed or engraved, or produced by any
      combination of such methods, on steel engraved borders, and which certificates
      shall not bear any restrictive legends;




(xv)  notify
      in
      writing each holder of Registrable Securities of any proposal by the Company
      to
      amend or waive any provision of this Registration Rights Agreement pursuant
      to
      Section 8(i) hereof and of any amendment or waiver effected pursuant thereto,
      each of which notices shall contain the text of the amendment or waiver proposed
      or effected, as the case may be; and




(xvi)  comply
      with all applicable rules and regulations of the Commission, and make generally
      available to its securityholders as soon as practicable but in any event not
      later than eighteen months after the effective date of such Shelf Registration
      Statement, an earning statement of the Company and its subsidiaries complying
      with Section 11(a) of the Securities Act (including, at the option of the
      Company, Rule 158 thereunder).




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(b)  In
      the
      event that the Company would be required, pursuant to Section 3(a)(viii)(F)
      above, to notify the Electing Holders the Company shall promptly prepare and
      furnish to each of the Electing Holders a reasonable number of copies of a
      prospectus supplemented or amended so that, as thereafter delivered to
      purchasers of Registrable Securities, such prospectus shall conform in all
      material respects to the applicable requirements of the Securities Act and
      the
      rules and regulations of the Commission thereunder and shall not contain an
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein not misleading
      in
      light of the circumstances then existing. Each Electing Holder agrees that
      upon
      receipt of any notice from the Company pursuant to Section 3(a)(viii)(F) hereof,
      such Electing Holder shall forthwith discontinue the disposition of Registrable
      Securities pursuant to the Shelf Registration Statement applicable to such
      Registrable Securities until such Electing Holder shall have received copies
      of
      such amended or supplemented prospectus, and if so directed by the Company,
      such
      Electing Holder shall deliver to the Company (at the Company’s expense) all
      copies, other than permanent file copies, then in such Electing Holder’s
      possession of the prospectus covering such Registrable Securities at the time
      of
      receipt of such notice.




(c)  In
      the
      event of a Shelf Registration, in addition to the information required to be
      provided by each Electing Holder in its Notice and Questionnaire, the Company
      may require such Electing Holder to furnish to the Company such additional
      information regarding such Electing Holder and such Electing Holder’s intended
      method of distribution of Registrable Securities as may be required in order
      to
      comply with the Securities Act. Each such Electing Holder agrees to notify
      the
      Company as promptly as practicable of any inaccuracy or change in information
      previously furnished by such Electing Holder to the Company or of the occurrence
      of any event in either case as a result of which any prospectus relating to
      such
      Shelf Registration contains or would contain an untrue statement of a material
      fact regarding such Electing Holder or such Electing Holder’s intended method of
      disposition of such Registrable Securities or omits to state any material fact
      regarding such Electing Holder or such Electing Holder’s intended method of
      disposition of such Registrable Securities required to be stated therein or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing, and promptly to furnish to the Company any
      additional information required to correct and update any previously furnished
      information or required so that such prospectus shall not contain, with respect
      to such Electing Holder or the disposition of such Registrable Securities,
      an
      untrue statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein not misleading
      in
      light of the circumstances then existing.




(d)  Notwithstanding
      any other provision of this Agreement, the Company may for valid business
      reasons (other than avoidance of its obligations hereunder), including without
      limitation, a potential material acquisition, divestiture of assets or other
      material corporate transaction, notify holders of Registrable Securities in
      writing that the Shelf Registration Statement is no longer effective or the
      prospectus included therein is no longer usable for offers and sales of
      Securities for a period not to exceed: (i) 30 consecutive days at any one time,
      (ii) 45 days in any three month period or (iii) 90 days in the aggregate during
      any twelve-month period; provided, that the Company promptly thereafter complies
      with the requirements of Section 2(b) hereof, if applicable, and provided
      further that, if a post effective amendment is required by applicable law to
      be
      filed with the Commission to cause a Holder to be named as a selling security
      holder in the Shelf Registration Statement, the period of time between the
      filing and the effectiveness of any such post effective amendment shall be
      not
      deemed to be a Suspension Period hereunder. The first day of any Suspension
      Period must be at least two trading days after the last day of any prior
      Suspension Period. Each holder agrees that upon receipt of any notice from
      the
      Company pursuant to this Section 3(d), it will discontinue use of the prospectus
      contained in the Shelf Registration Statement until receipt of copies of the
      supplemented or amended prospectus relating thereto or until advised in writing
      by the Company that the use of the prospectus contained in the Shelf
      Registration Statement may be resumed (any such period, a “ **Suspension
      Period** ”).




8




(e)  The
      Company shall provide to each affected Electing Holder any comments or
      notifications of the Commission or any other applicable regulatory authority
      that bears on the status of or disclosure with respect to any such Electing
      Holder, or if applicable, the Electing Holders as a class, and in the event
      requested by any Electing Holder, withdraw information relating to such Electing
      Holder as a selling shareholder from such Shelf Registration Statement and
      any
      other related offering materials. In the event such Electing Holder withdraws
      from such Shelf Registration Statement, such Electing Holder shall be eligible
      to participate in any subsequent Shelf Registration Statement filed by the
      Company as contemplated by Section 2(a), and the Company shall have no liability
      relating to the decision of such Electing Holder to withdraw from such Shelf
      Registration Statement and shall not be deemed to have defaulted in its
      obligations under this Registration Rights Agreement in any
      respect.




(f)  The
      Company shall use its reasonable best efforts to secure designation and
      quotation of all of the Registrable Securities covered by a Registration
      Statement on The NASDAQ Global Market.




**Section
      4.**  **Registration
      Expenses** .




The
      Company agrees to bear and to pay or cause to be paid promptly all expenses
      incident to the Company’s performance of or compliance with this Registration
      Rights Agreement, including (a) all Commission and any NASD registration, filing
      and review fees and expenses (b) all fees and expenses in connection with the
      qualification of the Securities for offering and sale under the State securities
      and blue sky laws referred to in Section 3(a)(xii) hereof and determination
      of
      their eligibility for investment under the laws of such jurisdictions as or
      the
      Electing Holders may designate, including reasonable fees and disbursements
      of
      not more than one counsel for the Electing Holders in connection with such
      qualification and determination, (c) all expenses relating to the preparation,
      printing, production, distribution and reproduction of each registration
      statement required to be filed hereunder, each prospectus included therein
      or
      prepared for distribution pursuant hereto, each amendment or supplement to
      the
      foregoing, the expenses of preparing the Securities for delivery and the
      expenses of printing or producing blue sky memoranda and all other documents
      in
      connection with the offering, sale or delivery of Securities to be disposed
      of
      (including certificates representing the Securities), (d) messenger, telephone
      and delivery expenses relating to the offering, sale or delivery of Securities
      and the preparation of documents referred in clause (c) above, (e) internal
      expenses (including all salaries and expenses of the Company’s officers and
      employees performing legal or accounting duties), (f) fees, disbursements and
      expenses of counsel and independent certified public accountants of the Company
      (including the expenses of any opinions or “cold comfort” letters required by or
      incident to such performance and compliance), (g) reasonable fees, disbursements
      and expenses of one counsel for the Electing Holders retained in connection
      with
      a Shelf Registration, as selected by the Electing Holders of at least a majority
      in aggregate principal amount of the Registrable Securities held by Electing
      Holders (which counsel shall be reasonably satisfactory to the Company), and
      (h)
      fees, expenses and disbursements of any other persons, including special
      experts, retained by the Company in connection with such registration
      (collectively, the “ **Registration
      Expenses** ”).
      To
      the extent that any Registration Expenses are incurred, assumed or paid by
      any
      holder of Registrable Securities or any placement or sales agent therefor or
      underwriter thereof, the Company shall reimburse such person for the full amount
      of the Registration Expenses so incurred, assumed or paid promptly after receipt
      of a request therefor. Notwithstanding the foregoing, the holders of the
      Registrable Securities being registered shall pay all agency fees and
      commissions and underwriting discounts and commissions attributable to the
      sale
      of such Registrable Securities and the fees and disbursements of any counsel
      or
      other advisors or experts retained by such holders (severally or jointly),
      other
      than the counsel and experts specifically referred to above.




9




**Section
      5.**  **Representations
      and Warranties** .




The
      Company represents and warrants to, and agrees with, each Purchaser and each
      of
      the holders from time to time of Registrable Securities that:




(a)  Each
      registration statement covering Registrable Securities and each prospectus
      (including any preliminary or summary prospectus) contained therein or furnished
      pursuant to Section 3(c) or Section 3(d) hereof and any further amendments
      or
      supplements to any such registration statement or prospectus, when it becomes
      effective or is filed with the Commission, as the case may be, will conform
      in
      all material respects to the requirements of the Securities Act and the rules
      and regulations of the Commission thereunder and will not contain an untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein not misleading;
      and
      at all times subsequent to the Effective Time when a prospectus would be
      required to be delivered under the Securities Act, other than from (i) such
      time
      as a notice has been given to holders of Registrable Securities pursuant to
      Section 3(a)(viii)(F) hereof until (ii) such time as the Company furnishes
      an
      amended or supplemented prospectus pursuant to Section 3(b) hereof, each such
      registration statement, and each prospectus contained therein or furnished
      pursuant to Section 3(a) hereof, as then amended or supplemented, will conform
      in all material respects to the requirements of the Securities Act and the
      rules
      and regulations of the Commission thereunder and will not contain an untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein not misleading in
      the
      light of the circumstances then existing; *provided,
      however,* that
      this representation and warranty shall not apply to any statements or omissions
      made in reliance upon and in conformity with information furnished in writing
      to
      the Company by a holder of Registrable Securities expressly for use therein.




(b)  Any
      documents incorporated by reference in any prospectus referred to in Section
      5(a) hereof, when they become or became effective or are or were filed with
      the
      Commission, as the case may be, will conform or conformed in all material
      respects to the requirements of the Securities Act or the Exchange Act, as
      applicable, and none of such documents will contain or contained an untrue
      statement of a material fact or will omit or omitted to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading; *provided,
      however,* that
      this representation and warranty shall not apply to any statements or omissions
      made in reliance upon and in conformity with information furnished in writing
      to
      the Company by a holder of Registrable Securities expressly for use therein.




10




(c)  The
      compliance by the Company with all of the provisions of this Registration Rights
      Agreement and the consummation of the transactions herein contemplated will
      not
      (i) conflict with or result in a breach or violation of any of the terms or
      provisions of, or constitute a default under, any indenture, mortgage, deed
      of
      trust, loan agreement or other agreement or instrument to which the Company
      or
      any Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X) is a
      party or by which the Company or any Significant Subsidiary is bound or to
      which
      any of the property or assets of the Company or any Subsidiary is subject,
      (ii)
      result in any violation of the provisions of the certificate of incorporation
      or
      organization or the by-laws or other governing documents, as applicable, of
      the
      Company or (iii) result in any violation of any statute or any order, rule
      or
      regulation of any court or governmental agency or body having jurisdiction
      over
      the Company or any Significant Subsidiary or any of their properties except,
      in
      the case of clauses (i) and (iii), for such conflicts, breaches, violations
      or
      defaults as would not individually, or in the aggregate, have a material adverse
      effect on the consolidated financial position, stockholders’ equity or results
      of operations of the Company and its subsidiaries, taken as a whole; and no
      consent, approval, authorization, order, registration or qualification of or
      with any such court or governmental agency or body is required for the
      consummation by the Company of the transactions contemplated by this
      Registration Rights Agreement, except (i) the registration under the Securities
      Act of the Securities, (ii) such consents, approvals, authorizations,
      registrations or qualifications as may be required under state securities or
      blue sky laws in connection with the offering and distribution of the
      Securities, (iii) the filing of a notification form with the Nasdaq Stock Market
      within five days after the Closing Date (as defined in the Purchase Agreement),
      (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 National Market and (v) such consents, approvals, authorizations,
      registrations or qualifications that have been obtained and are in full force
      and effect as of the date hereof.




(d)  This
      Registration Rights Agreement has been duly authorized, executed and delivered
      by the Company.




**Section
      6.**  **Indemnification** .




(a)  *Indemnification
      by the Company.* The
      Company will indemnify and hold harmless each of the Electing Holders of
      Registrable Securities included in a Shelf Registration Statement and the
      directors, officers, members, partners, employees, agents, representatives
      of,
      and each Person against any losses, claims, damages or liabilities, joint or
      several, incurred in investigating, preparing or defending any action, claim,
      suit, inquiry, proceeding, investigation or appeal taken from the foregoing
      by
      or before any court or governmental, administrative or other regulatory agency,
      body or the Commission, whether pending or threatened, whether or not an
      indemnified party is or may be a party thereto, to which such holder may become
      subject under the Securities Act, the Exchange Act or any other law, including
      without limitation, any state securities law, or any rule or regulation
      thereunder relating to the offer or sale of the Registrable Securities pursuant
      to a Shelf Registration Statement, insofar as such losses, claims, damages
      or
      liabilities (or actions in respect thereof) arise out of or are based upon
      an
      untrue statement or alleged untrue statement of a material fact contained in
      any
      Shelf Registration Statement under which such Registrable Securities were
      registered under the Securities Act, or any preliminary, final or free writing
      prospectus contained therein or furnished by the Company to any such Electing
      Holder or any amendment or supplement thereto, or arise out of or are based
      upon
      the omission or alleged omission to state therein a material fact required
      to be
      stated therein or necessary to make the statements therein not misleading,
      and
      will reimburse such holder, such Electing Holder for any legal or other expenses
      reasonably incurred by them in connection with investigating or defending any
      such action or claim as such expenses are incurred; *provided, however* ,
      that
      the Company shall not be liable to any such person in any such case to the
      extent that any such loss, claim, damage or liability (x) arises out of or
      is
      based upon an untrue statement or alleged untrue statement or omission or
      alleged omission made in such registration statement, or preliminary, final
      or
      free writing prospectus, or amendment or supplement thereto, in reliance upon
      and in conformity with written information furnished to the Company by any
      such
      person expressly for use therein, (y) arises from such person’s use of the Shelf
      Registration Statement or prospectus or any amendments or supplements thereto
      during a Suspension Period.




11




(b)  *Indemnification
      by the Holders.* Each
      Electing Holder agrees, severally and not jointly, to (i) indemnify and hold
      harmless the Company and all other holders of Registrable Securities, against
      any losses, claims, damages or liabilities to which the Company or such other
      holders of Registrable Securities may become subject, under the Securities
      Act
      or otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in respect thereof) arise out of or are based upon an untrue statement or
      alleged untrue statement of a material fact contained in such registration
      statement, or any preliminary, final or free writing prospectus contained
      therein or furnished by the Company to any such Electing Holder, or any
      amendment or supplement thereto, or arise out of or are based upon the omission
      or alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading, in each
      case
      to the extent, but only to the extent, that such untrue statement or alleged
      untrue statement or omission or alleged omission was made in reliance upon
      and
      in conformity with written information furnished to the Company by such Electing
      Holder expressly for use therein, and (ii) reimburse the Company for any legal
      or other expenses reasonably incurred by the Company in connection with
      investigating or defending any such action or claim as such expenses are
      incurred; *provided,
      however,* that no
      such Electing Holder shall be required to undertake liability to any person
      under this Section 6(b) for any amounts in excess of the dollar amount of the
      net proceeds to be received by such Electing Holder from the sale of such
      Electing Holder’s Registrable Securities pursuant to such registration.




(c)  *Notices
      of Claims, Etc.* Promptly
      after receipt by an indemnified party under subsection (a) or (b) 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 an indemnifying party
      pursuant to the indemnification provisions of or contemplated by this Section
      6,
      notify such indemnifying party in writing of the commencement of such action;
      but the omission so to notify the indemnifying party shall not relieve it from
      any liability which it may have to any indemnified party otherwise than under
      the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof
      to the extent the indemnifying party is not materially prejudiced by such
      omission. In case any such action shall be brought against any indemnified
      party
      and it shall notify an indemnifying party of the commencement thereof, such
      indemnifying party shall be entitled to participate therein and, to the extent
      that it shall wish, jointly with any other indemnifying party similarly
      notified, 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 indemnifying party), and, after notice
      from
      the indemnifying party to such indemnified party of its election so to assume
      the defense thereof, such indemnifying party 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
      separate counsel for all similarly situated indemnified parties in connection
      with any indemnification claim. No indemnifying party shall, 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
      (i) includes an unconditional release of the indemnified party from all
      liability arising out of such action or claim and (ii) 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.




12




(d)  *Contribution.* If for
      any reason the indemnification provisions contemplated by Section 6(a) or
      Section 6(b) are unavailable to or insufficient to hold harmless an indemnified
      party in respect of any losses, claims, damages or liabilities (or actions
      in
      respect thereof) referred to therein, then each indemnifying party shall
      contribute to the amount paid or payable by such indemnified party as a result
      of such losses, claims, damages or liabilities (or actions in respect thereof)
      in such proportion as is appropriate to reflect the relative fault of the
      indemnifying party and the indemnified party in connection with the statements
      or omissions which resulted in such losses, claims, damages or liabilities
      (or
      actions in respect thereof), as well as any other relevant equitable
      considerations. The relative fault of such indemnifying party and indemnified
      party shall be determined by reference to, among other things, whether the
      untrue or alleged untrue statement of a material fact or omission or alleged
      omission to state a material fact relates to information supplied by such
      indemnifying party or by such indemnified party, and the parties’ relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The parties hereto agree that it would not be just
      and equitable if contributions pursuant to this Section 6(d) were determined
      by
      pro rata allocation (even if the holders were treated as one entity for such
      purpose) or by any other method of allocation which does not take account of
      the
      equitable considerations referred to in this Section 6(d). The amount paid
      or
      payable by an indemnified party as a result of the losses, claims, damages,
      or
      liabilities (or actions in respect thereof) referred to above shall be deemed
      to
      include any legal or other fees or expenses reasonably incurred by such
      indemnified party in connection with investigating or defending any such action
      or claim. Notwithstanding the provisions of this Section 6(d), no holder shall
      be required to contribute any amount in excess of the amount by which the dollar
      amount of the proceeds received by such holder from the sale of any Registrable
      Securities (after deducting any fees, discounts and commissions applicable
      thereto) exceeds the amount of any damages which such holder has otherwise
      been
      required to pay by reason of such untrue or alleged untrue statement or omission
      or alleged omission. No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation. The holders’ obligations in this Section 6(d) to contribute
      shall be several in proportion to the principal amount of Registrable Securities
      registered by them and not joint.




13




(e)  The
      obligations of the Company under this Section 6 shall be in addition to any
      liability which the Company may otherwise have and shall extend, upon the same
      terms and conditions, to each officer, director and partner of each holder
      and
      each person, if any, who controls any holder within the meaning of the
      Securities Act; and the obligations of the holders contemplated by this Section
      6 shall be in addition to any liability which the respective holder may
      otherwise have and shall extend, upon the same terms and conditions, to each
      officer and director of the Company (including any person who, with his consent,
      is named in any registration statement as about to become a director of the
      Company) and to each person, if any, who controls the Company within the meaning
      of the Securities Act.




**Section
      7.**  **Rule
      144** .




The
      Company covenants to the holders of Registrable Securities that to the extent
      it
      shall be required to do so under the Exchange Act, the Company shall timely
      file
      the reports required to be filed by it under the Exchange Act or the Securities
      Act (including the reports under Section 13 and 15(d) of the Exchange Act
      referred to in subparagraph (c)(1) of Rule 144) and the rules and regulations
      adopted by the Commission thereunder, and shall take such further action as
      any
      holder of Registrable Securities may reasonably request, all to the extent
      required from time to time to enable such holder to sell Registrable Securities
      without registration under the Securities Act within the limitations of the
      exemption provided by Rule 144, as such Rule may be amended from time to time,
      or any similar or successor rule or regulation hereafter adopted by the
      Commission. Upon the request of any holder of Registrable Securities in
      connection with that holder’s sale pursuant to Rule 144, the Company shall
      deliver to such holder a written statement as to whether it has complied with
      such requirements.




**Section
      8.**  **Miscellaneous** .




(a)  *No
      Inconsistent Agreements* .
      The
      Company represents, warrants, covenants and agrees that it has not granted,
      and
      shall not grant, registration rights with respect to Registrable Securities
      or
      any other securities which would be inconsistent with the terms contained in
      this Registration Rights Agreement.




(b)  *Specific
      Performance.* The
      parties hereto acknowledge that there would be no adequate remedy at law if
      the
      Company fails to perform any of its obligations hereunder and that the
      Purchasers and the holders from time to time of the Registrable Securities
      may
      be irreparably harmed by any such failure, and accordingly agree that the
      Purchasers and such holders, in addition to any other remedy to which they
      may
      be entitled at law or in equity, shall be entitled to compel specific
      performance of the obligations of the Company under this Registration Rights
      Agreement in accordance with the terms and conditions of this Registration
      Rights Agreement, in any court of the United States or any State thereof having
      jurisdiction.




14




(c)  *Notices.* All
      notices, requests, claims, demands, waivers and other communications hereunder
      shall be in writing and shall be deemed to have been duly given when delivered
      by hand, if delivered personally, by facsimile or by courier, or three days
      after being deposited in the mail (registered or certified mail, postage
      prepaid, return receipt requested) as follows: If to the Company, to it at
      Nextwave Wireless, Inc., 12670 High Bluff Drive, San Diego, California 92130,
      Attention: Frank Cassou, Esq. with a copy to Weil, Gotshal & Manges LLP, 767
      Fifth Avenue, New York , New York 10153, Attention: Marita A. Makinen, Esq.,
      and
      if to a holder, to the address of such holder set forth in the security register
      or other records of the Company, or to such other address as the Company or
      any
      such holder may have furnished to the other in writing in accordance herewith,
      except that notices of change of address shall be effective only upon receipt.




(d)  *Parties
      in Interest.* All the
      terms and provisions of this Registration Rights Agreement shall be binding
      upon, shall inure to the benefit of and shall be enforceable by the parties
      hereto and the holders from time to time of the Registrable Securities and
      the
      respective successors and assigns of the parties hereto and such holders. In
      the
      event that any transferee of any holder of Registrable Securities shall acquire
      Registrable Securities, in any manner, whether by gift, bequest, purchase,
      operation of law or otherwise, such transferee shall, without any further
      writing or action of any kind, be deemed a beneficiary hereof for all purposes
      and such Registrable Securiteis shall be held subject to all of the terms of
      this Registration Rights Agreement, and by taking and holding such Registrable
      Securities such transferee shall be entitled to receive the benefits of, and
      be
      conclusively deemed to have agreed to be bound by all of the applicable terms
      and provisions of, this Registration Rights Agreement. If the Company shall
      so
      request, any such successor, assign or transferee shall agree in writing to
      acquire and hold the Registrable Securities subject to all of the applicable
      terms hereof.




(e)  *Survival.* The
      respective indemnities, agreements, representations, warranties and each other
      provision set forth in this Registration Rights Agreement or made pursuant
      hereto shall remain in full force and effect regardless of any investigation
      (or
      statement as to the results thereof) made by or on behalf of any holder of
      Registrable Securities, any director, officer or partner of such holder or
      any
      director, officer or partner thereof, or any controlling person of any of the
      foregoing, and shall survive delivery of and payment for the Registrable
      Securities pursuant to the Purchase Agreement and the transfer and registration
      of Registrable Securities by such holder and the consummation of the
      transactions contemplated herein.




(f)  *Governing
      Law* .
      This
      Registration Rights Agreement shall be governed by and construed in accordance
      with the laws of the State of New York.




15




(g)  EACH
      PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE
      JURISDICTION OF COURTS OF UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
      OF NEW YORK, OR THE STATE OF NEW YORK, AND ANY APPELLATE COURT THEREFROM, FOR
      THE RESOLUTION OF ANY AND ALL DISPUTES, CONTROVERSIES, CONFLICTS, LITIGATION
      OR
      ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SUBJECT MATTER
      HEREOF AND AGREES NOT TO COMMENCE ANY LITIGATION OR ACTIONS ARISING OUT OF
      OR
      RELATING TO THIS AGREEMENT AND THE SUBJECT MATTER HEREOF IN ANY OTHER
      COURT.




(h)  *Headings.* The
      descriptive headings of the several Sections and paragraphs of this Registration
      Rights Agreement are inserted for convenience only, do not constitute a part
      of
      this Registration Rights Agreement and shall not affect in any way the meaning
      or interpretation of this Registration Rights Agreement.




(i)  *Entire
      Agreement; Amendments.* This
      Registration Rights Agreement and the other writings referred to herein or
      delivered pursuant hereto which form a part hereof contain the entire
      understanding of the parties with respect to its subject matter. This
      Registration Rights Agreement supersedes all prior agreements and understandings
      between the parties with respect to its subject matter. This Registration Rights
      Agreement may be amended and the observance of any term of this Registration
      Rights Agreement may be waived (either generally or in a particular instance
      and
      either retroactively or prospectively) only by a written instrument duly
      executed by the Company and the holders of at least a majority of the
      Registrable Securities at the time outstanding. Each holder of any Registrable
      Securities at the time or thereafter outstanding shall be bound by any amendment
      or waiver effected pursuant to this Section 8(i), whether or not any notice,
      writing or marking indicating such amendment or waiver appears on such
      Registrable Securities or is delivered to such holder.




(j)  *Inspection.* For so
      long as this Registration Rights Agreement shall be in effect, this Registration
      Rights Agreement and a complete list of the names and addresses of all the
      holders of Registrable Securities shall be made available for inspection and
      copying on any business day by any holder of Registrable Securities for proper
      purposes only (which shall include any purpose related to the rights of the
      holders of Registrable Securities under the Securities and this Agreement)
      at
      the offices of the Company at the address thereof set forth in Section 8(c)
      above.




(k)  *Counterparts.* This
      Registration Rights Agreement may be executed by the parties in counterparts,
      each of which shall be deemed to be an original, but all such respective
      counterparts shall together constitute one and the same instrument. If the
      foregoing is in accordance with your understanding, please sign and return
      to us
      counterparts hereof, and upon the acceptance hereof by you, on behalf of each
      of
      the Purchasers, this letter and such acceptance hereof shall constitute a
      binding agreement among the Purchasers and the Company.




16


Very
      truly yours,


**NEXTWAVE
              WIRELESS INC.**By:
            /s/Name:
              Frank CassouTitle:
              Executive Vice President




S-1


Accepted
      as of the date hereof:




KINGS
      ROAD INVESTMENTS LTD.







Name:


Title:










YORK
      CAPITAL MANAGEMENT, L.P.




By:
              /s/Name:Title:










YORK
      INVESTMENT LIMITED




By:
            /s/Name:Title:









YORK
      CREDIT OPPORTUNITIES FUND, L.P.




By:
            /s/Name:Title:







YORK
      SELECT, L.P.





By:
            /s/Name:Title:







YORK
      SELECT UNIT TRUST





By:
            /s/Name:Title:









YORK
      GLOBAL VALUE PARTNERS, L.P.





By:
            /s/Name:Title:









YORK
      ENHANCED STRATEGIES FUND, LLC




By:
            /s/Name:Title:









D.E.
      SHAW
      LAMINAR PORTFOLIOS, L.L.C.




By:
            /s/Name:Title:









D.E.
      SHAW
      VALENCE PORTFOLIOS, L.L.C.








By:
            /s/Name:Title:









STANFIELD
      OFFSHORE LEVERAGED ASSETS, LTD.




By:
            /s/Name:Title:









HIGHBRIDGE
      INTERNATIONAL LLC


By:
      HIGHBRIDGE CAPITAL MANAGEMENT LLC





By:
            /s/Name:Title:







INVESTCORP
      INTERLACHEN MULTI-STRATEGY MASTER FUND LIMITED





By:
            /s/Name:Title:







AVENUE
      ENTITIES SIGNATURES TO BE PROVIDED BY OMM




By:
            /s/Name:Title:









**Exhibit
      A**




**NEXTWAVE
      WIRELESS INC.**




INSTRUCTION
      TO DTC PARTICIPANTS




*(Date
      of Mailing)*




**URGENT
      - IMMEDIATE ATTENTION REQUESTED**




***DEADLINE
      FOR RESPONSE: [DATE] ****




The
      Company is in the process of registering the Securities under the Securities
      Act
      of 1933 for resale by the beneficial owners thereof. In order to have their
      Securities included in the registration statement, beneficial owners must
      complete and return the enclosed Notice of Registration Statement and Selling
      Securityholder Questionnaire.







*
            Not
                less than 20 calendar days from date of mailing.









**NEXTWAVE
      WIRELESS INC.**




Notice
      of
      Registration Statement




and




Selling
      Securityholder Questionnaire






(Date)




Reference
      is hereby made to the Registration Rights Agreement (the “ **Registration
      Rights Agreement** ”)
      among
      NEXTWAVE WIRELESS INC. (the “ **Company** ”),
      and
      the Purchasers named therein. Pursuant to the Registration Rights Agreement,
      the
      Company has filed with the United States Securities and Exchange Commission
      (the
“ **Commission** ”)
      a
      registration statement on Form  (the
“ **Shelf
      Registration Statement** ”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “ **Securities
      Act** ”),
      of
      the Company’s Common Stock (the
      “ **Securities** ”).
      A
      copy of the Registration Rights Agreement is attached hereto. All capitalized
      terms not otherwise defined herein shall have the meanings ascribed thereto
      in
      the Registration Rights Agreement.




Each
      beneficial owner of Registrable Securities (as defined below) is entitled to
      have the Registrable Securities beneficially owned by it included in the Shelf
      Registration Statement. In order to have Registrable Securities included in
      the
      Shelf Registration Statement, this Notice of Registration Statement and Selling
      Securityholder Questionnaire (“ **Notice
      and Questionnaire** ”)
      must
      be completed, executed and delivered to the Company’s counsel at the address set
      forth herein for receipt ON OR BEFORE **[Deadline
      For Response]** .
      Beneficial owners of Registrable Securities who do not complete, execute and
      return this Notice and Questionnaire by such date (i) will not be named as
      selling securityholders in the Shelf Registration Statement and (ii) may not
      use
      the Prospectus forming a part thereof for resales of Registrable Securities.




Certain
      legal consequences arise from being named as a selling securityholder in the
      Shelf Registration Statement and related Prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Shelf Registration Statement and
      related Prospectus.




The
      term
“ Registrable
      Securities ”
is
      defined in the Registration Rights Agreement.




A-2





ELECTION




The
      undersigned holder (the “ **Selling
      Securityholder** ”)
      of
      Registrable Securities hereby elects to include in the Shelf Registration
      Statement the Registrable Securities beneficially owned by it and listed below
      in Item (3). The undersigned, by signing and returning this Notice and
      Questionnaire, agrees to be bound with respect to such Registrable Securities
      by
      the terms and conditions of this Notice and Questionnaire and the Registration
      Rights Agreement, including, without limitation, Section 6 of the Registration
      Rights Agreement, as if the undersigned Selling Securityholder were an original
      party thereto.




The
      Selling Securityholder hereby provides the following information to the Company
      and represents and warrants that such information is accurate and complete:




A-3





QUESTIONNAIRE




(1)
            (a)
                Full Legal Name of Selling Securityholder:




(b)
            Full
                Legal Name of Registered Holder (if not the same as in (a) above)
                of
                Registrable Securities Listed in Item (3) below:




(c)
            Full
                Legal Name of DTC Participant (if applicable and if not the same
                as (b)
                above) Through Which Registrable Securities Listed in Item (3) below
                are
                Held:




(2)
            Address
                for Notices to Selling Securityholder:




Telephone:Fax:Contact Person:




(3)
            Beneficial
                Ownership of Securities:




*Except
      as set forth below in this Item (3), the undersigned does not beneficially
      own
      any Securities.*




(a)
            Number
                of shares of Registrable Securities beneficially owned:




(b)
            Number
                of shares of Securities other than Registrable Securities beneficially
                owned:




(c)
            Number
                of shares of Registrable Securities which the undersigned wishes
                to be
                included in the Shelf Registration Statement:




(4)
            Beneficial
                Ownership of Other Securities of the Company:




A-4




*Except
      as set forth below in this Item (4), the undersigned Selling Securityholder
      is
      not the beneficial or registered owner of any other securities of the Company,
      other than the Securities listed above in Item (3).*




State
      any
      exceptions here:




(5)
            Relationships
                with the Company:




*Except
      as set forth below, neither the Selling Securityholder nor any of its
      affiliates, officers, directors or principal equity holders (5% or more) has
      held any position or office or has had any other material relationship with
      the
      Company (or its predecessors or affiliates) during the past three
      years.*




State
      any
      exceptions here:




(6)
            Plan
                of Distribution:




*Except
      as set forth below, the undersigned Selling Securityholder intends to distribute
      the Registrable Securities listed above in Item (3) only as follows (if at
      all):
      Such Registrable Securities may be sold from time to time directly by the
      undersigned Selling Securityholder or, alternatively, through broker-dealers
      or
      agents. Such Registrable Securities may be sold in one or more transactions
      at
      fixed prices, at prevailing market prices at the time of sale, at varying prices
      determined at the time of sale, or at negotiated prices. Such sales may be
      effected in transactions (which may involve crosses or block transactions)
      (i)
      on any national securities exchange or quotation service on which the Registered
      Securities may be listed or quoted at the time of sale, (ii) in the
      over-the-counter market, (iii) in transactions otherwise than on such exchanges
      or services or in the over-the-counter market, or (iv) through the writing
      of
      options. In connection with sales of the Registrable Securities or otherwise,
      the Selling Securityholder may enter into hedging transactions with
      broker-dealers, which may in turn engage in short sales of the Registrable
      Securities in the course of hedging the positions they assume. The Selling
      Securityholder may also sell Registrable Securities short and deliver
      Registrable Securities to close out such short positions, or loan or pledge
      Registrable Securities to broker-dealers that in turn may sell such securities.*




State
      any
      exceptions here:




By
      signing below, the Selling Securityholder acknowledges that it understands
      its
      obligation to comply, and agrees that it will comply, with the provisions of
      the
      Exchange Act and the rules and regulations thereunder, particularly Regulation
      M.




A-5




In
      the
      event that the Selling Securityholder transfers all or any portion of the
      Registrable Securities listed in Item (3) above after the date on which such
      information is provided to the Company, the Selling Securityholder agrees to
      notify the transferee(s) at the time of the transfer of its rights and
      obligations under this Notice and Questionnaire and the Registration Rights
      Agreement.




By
      signing below, the Selling Securityholder consents to the disclosure of the
      information contained herein in its answers to Items (1) through (6) above
      and
      the inclusion of such information in the Shelf Registration Statement and
      related Prospectus. The Selling Securityholder understands that such information
      will be relied upon by the Company in connection with the preparation of the
      Shelf Registration Statement and related Prospectus.




In
      accordance with the Selling Securityholder’s obligation under Section 3(d) of
      the Registration Rights Agreement to provide such information as may be required
      by law for inclusion in the Shelf Registration Statement, the Selling
      Securityholder agrees to promptly notify the Company of any inaccuracies or
      changes in the information provided herein which may occur subsequent to the
      date hereof at any time while the Shelf Registration Statement remains in
      effect. All notices hereunder and pursuant to the Registration Rights Agreement
      shall be made in writing, by hand-delivery, first-class mail, or air courier
      guaranteeing overnight delivery as follows:




(i)     To
                the Company:NEXTWAVE
                WIRELESS INC.12670
                High Bluff DriveSan
                Diego, CA 92130Attention:
                General Counsel(ii)    With
                a copy to:Weil,
                Gotshal & Manges LLP767
                Fifth AvenueNew
                York, NY 10153Attention:
                Marita A. Makinen




A-6




Once
      this
      Notice and Questionnaire is executed by the Selling Securityholder and received
      by the Company’s counsel, the terms of this Notice and Questionnaire, and the
      representations and warranties contained herein, shall be binding on, shall
      inure to the benefit of and shall be enforceable by the respective successors,
      heirs, personal representatives, and assigns of the Company and the Selling
      Securityholder (with respect to the Registrable Securities beneficially owned
      by
      such Selling Securityholder and listed in Item (3) above). This Agreement shall
      be governed in all respects by the laws of the State of New York.




A-7




IN
      WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
      Notice and Questionnaire to be executed and delivered either in person or by
      its
      duly authorized agent.






Dated:
      ____________







Selling
      Securityholder


(Print/type
      full legal name of beneficial owner of Registrable Securities)




By:Name:Title:




PLEASE
      RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR
      BEFORE **[DEADLINE
      FOR RESPONSE]** TO THE
      COMPANY’S COUNSEL AT:




Weil,
                Gotshal & Manges LLP767
                Fifth AvenueNew
                York, NY 10153Attention:
                Marita A. Makinen




A-8